Robert Bass
GrouponAbout Robert Bass
Independent director (age 75), serving on Groupon’s board since 2012; Audit Committee Chair since 2013 and Compensation Committee member since 2016. A certified public accountant (NY and CT) and SEC-designated audit committee financial expert, Bass brings Big Four leadership experience (Deloitte Vice Chairman and Partner) with specialization in e‑commerce, M&A, and SEC reporting . He is independent under Nasdaq/SEC rules and is standing for re‑election in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte (global audit, consulting, tax, advisory) | Vice Chairman | 2006–2012 | Senior leadership; specialization in e‑commerce, M&A, SEC filings |
| Deloitte | Partner | 1982–2012 | Audit/finance expertise; SEC reporting |
| Sims Metal Management (ASX: SGM.AX) | Director; Chair, Risk & Audit Committee | 2013–2018 | Oversight of risk and audit functions |
| NewPage Corporation | Director; Chair, Audit Committee | 2013–2014 | Audit committee leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redfin Corporation (NASDAQ: RDFN) | Director; Chair, Audit Committee | 2016–Present | Financial reporting oversight |
| Blackstone Secured Lending Fund | Trustee; Chair, Audit Committee; Member, Nominating Committee | Not stated | Audit and governance oversight |
| Lucky Strike Entertainment Corp. (NYSE: LUCK; formerly Bowlero Corp.) | Director; Chair, Audit Committee | 2021–Present | Audit leadership |
Board Governance
- Independence: Independent director; Audit, Compensation, and Nominating Committees comprised entirely of independent directors .
- Committee assignments (2024): Audit Committee Chair; Compensation Committee member .
- Audit Committee financial experts: Bass, Jason Harinstein, and Ted Leonsis qualify under SEC rules .
- Meetings/attendance: Board met 6 times in 2024; Audit Committee met 4 times; Compensation Committee met 7 times; all directors who served the entirety of 2024 attended at least 75% of aggregate Board and committee meetings. Note: none of the directors attended the 2024 annual meeting of stockholders .
- Executive sessions: Independent directors meet regularly without management present .
| 2024 Governance Activity | Count/Status | Notes |
|---|---|---|
| Board meetings | 6 | Regular quarterly + specials |
| Audit Committee meetings | 4 | Oversight of financial reporting/internal controls |
| Compensation Committee meetings | 7 | Executive/director compensation oversight |
| Attendance threshold met | ≥75% | All directors met threshold |
| Annual shareholder meeting attendance (2024) | None | No director attended |
Fixed Compensation
| Director Compensation Plan (FY 2024) | Cash Retainer ($) | RSU Award ($) | Total ($) |
|---|---|---|---|
| Board Member | 75,000 | 175,000 | 250,000 |
| Audit Chair | 13,333 | 26,667 | 40,000 |
| Audit Member (non-chair) | 10,000 | — | 10,000 |
| Compensation Chair | 6,667 | 13,333 | 20,000 |
| Compensation Member (non-chair) | 5,000 | — | 5,000 |
| Nominating & Governance Chair | 5,000 | 10,000 | 15,000 |
| Nominating & Governance Member (non-chair) | 5,000 | — | 5,000 |
| Non‑Executive Board Chair | 16,667 | 33,333 | 50,000 |
| Robert Bass – 2024 Actual Director Compensation | Amount |
|---|---|
| Fees earned/paid in cash | 93,333 |
| Stock awards (grant‑date fair value) | 201,637 |
| Total | 294,970 |
| Mix (cash %) | ~31.6% (93,333 / 294,970) |
| Mix (equity %) | ~68.4% (201,637 / 294,970) |
Performance Compensation
- Director equity is time‑based RSUs; no performance metrics disclosed for director awards. The company states it does not currently grant stock options generally; director RSUs vest 100% one year from grant, with limited accelerated vesting upon death/disability/retirement or change in control .
| RSU Grants and Vesting (Director Awards) | Grant Date | Instrument | Shares | Vesting | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|
| Robert Bass | June 12, 2024 | RSU | 12,325 | 100% on June 12, 2025 | 201,637 |
Policies:
- Directors may elect to defer cash retainers and RSU receipts into deferred stock units; distributions occur after separation from service .
- Clawback policy applies to executives; not specified for directors .
Other Directorships & Interlocks
| Committee Interlocks (2024) | Disclosure |
|---|---|
| Compensation Committee Interlocks | Bass and Harinstein served; all members independent; no interlocks with other entities (no GRPN executive served on another entity’s compensation committee whose executive served on GRPN’s Compensation Committee) |
Expertise & Qualifications
- CPA (NY and CT); member of AICPA and Connecticut State Society of CPAs .
- SEC “audit committee financial expert” .
- Skills: Technology/e‑commerce, international, audit/finance .
- Big Four leadership; deep public company financial reporting and SEC filing experience .
Equity Ownership
| Beneficial Ownership (as of April 17, 2025) | Shares | Approx. % of Outstanding |
|---|---|---|
| Common stock owned | 92,406 | * (<1%) |
| RSUs vesting within 60 days | 12,325 | * |
| Total beneficial ownership | 104,731 | * |
| Director Stock Ownership Guidelines | Requirement | Measurement & Compliance |
|---|---|---|
| Minimum ownership | Common stock value ≥ 3× annual cash retainer | Shares counted include owned, deferred stock units, and unvested RSUs; all directors in compliance or on track as of Dec. 31, 2024; measured annually |
Insider Trading & Section 16 Compliance
| Item | Bass |
|---|---|
| Section 16(a) filings (2024) | No late filings disclosed for Bass; one late Form 4 attributed to Ms. Netzly due to administrative error |
| Hedging/Pledging | Company policy generally prohibits hedging and pledging by employees/directors, subject to limited exceptions |
Governance Assessment
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Strengths:
- Long‑standing Audit Chair with Big Four pedigree; designated audit committee financial expert, which supports robust financial oversight .
- Committee independence affirmed; Compensation Committee uses independent consultant (Compensia) and maintains clawback for executives; say‑on‑pay support ~98% in 2024, signaling shareholder alignment .
- Director compensation emphasizes equity (time‑based RSUs) and stock ownership/holding requirements, reinforcing alignment with shareholders .
-
Watch items / potential red flags:
- Former Deloitte Vice Chairman while Deloitte serves as GRPN’s auditor could be perceived as a proximity risk; mitigants include annual auditor independence reviews, strict pre‑approval policies, and Audit Committee’s independence determinations .
- Board tenure: Bass has served since 2012; some investors monitor extended tenure for potential independence drift, though independence is affirmed in proxy .
- Optics: None of the directors attended the 2024 annual stockholder meeting; while not required, some investors prefer visible engagement at annual meetings .
Overall, Bass’s audit expertise, independent status, and equity‑heavy director pay structure support board effectiveness and investor confidence, with noted considerations around auditor proximity and meeting participation practices .