Theodore Leonsis

About Theodore Leonsis

Theodore Leonsis (age 69) is Chairman of the Board and an independent director at Groupon; he has served on the Board since 2009 and as Chairman since June 2020, with prior roles including Lead Independent Director (2015–2019), Chairman (2013–2015), Office of the Chief Executive (2013), and Vice Chairman (2011–2013) . The Board determined he is independent under Nasdaq standards; independent directors meet regularly without management present . His core credentials include technology/e-commerce, marketing/advertising, international experience, and audit/finance; the Board also identifies him as an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Independence and leadership: Leonsis is independent and currently serves as Chairman; Board leadership structure separates operational leadership (CEO) from oversight and governance (Chairman) .
• Committees: Chair, Nominating; Member, Audit; Executive Committee was dissolved in Q1 2024, where he had been a member historically .
• Attendance: Board met six times in 2024; Audit met four; Compensation met seven; Nominating met four. All directors attended ≥75% of meetings of the Board and committees on which they served; none of the directors attended the 2024 annual meeting of stockholders (engagement consideration) .
• Audit oversight: The Board has three audit committee financial experts, including Leonsis; Deloitte has served as independent auditor since 2017 .
• Say-on-Pay and shareholder engagement: 2024 Say-on-Pay received ~98% support; company maintains year-round investor engagement .

Fixed Compensation

• Deferral features: Directors may elect to defer 100% of cash retainers and RSUs into deferred stock units; DSUs are fully vested at issuance and delivered after service ends .
• Plan continuity: 2024 Director Compensation Plan unchanged versus 2023 .

Performance Compensation

• Director RSUs are time‑based (no performance metrics); directors may elect to defer receipt until separation from service .
• Holding requirements: Directors must retain 50% of net shares from vesting until meeting ownership guidelines .

Other Directorships & Interlocks

• Related‑party framework: Audit Committee reviews and pre‑approves related‑party transactions; Code of Conduct emphasizes avoidance of conflicts .
• Significant shareholder context: Pale Fire Capital and partners (including Groupon CEO and a director) held ~26% as of the 2025 record date and indicated voting support; not a Leonsis‑specific conflict, but relevant for board dynamics and independent oversight .

Expertise & Qualifications

• Skills: Technology/e‑commerce, marketing/advertising, international, audit/finance .
• Audit expertise: Identified by the Board as an “audit committee financial expert” .
• Operating background: Long‑tenured operator in digital and sports/entertainment sectors; growth investor experience .

Equity Ownership

• Guidelines: Directors must hold common stock valued at ≥3x annual cash retainer; all directors were in compliance or on track as of 12/31/2024; measurement annually at year‑end .
• Hedging/pledging: Employees and directors prohibited from hedging and pledging Groupon securities, subject to limited exceptions requiring approval; no dividends on unvested awards; no option repricing without shareholder approval .
• Section 16 compliance: Company reports directors/officers complied in 2024, except one late Form 4 for another officer; no exception cited for Leonsis .

Governance Assessment

• Positives

  • Independent Chairman with deep governance and operating experience; identified audit committee financial expert, strengthening oversight of financial reporting and cybersecurity risk .
  • Clear committee leadership (Nominating Chair) and membership (Audit), with full independence across committees; robust committee activity in 2024 (Audit 4x; Comp 7x; Nominating 4x) .
  • Strong shareholder signals: ~98% Say‑on‑Pay support in 2024; active investor engagement program .
  • Director ownership alignment via stock ownership guidelines and holding requirements; director compensation balanced between cash and equity .

• Watch‑items / RED FLAGS

  • None of the directors attended the 2024 annual meeting of stockholders; while not required, this can be viewed as a board engagement gap for some investors .
  • Significant shareholder influence (Pale Fire Capital ~26%) may heighten scrutiny of board independence and oversight; continued adherence to governance processes is important, though no Leonsis‑specific conflicts disclosed .

• Compensation structure observations

  • Director pay structure unchanged vs. 2023; mix skews toward time‑based RSUs without performance metrics (standard for directors), with option to defer into DSUs; no meeting fees beyond retainers .
  • Compliance with anti‑hedging/pledging enhances alignment; no tax gross‑ups; no option repricing without shareholder approval .

• Overall view

  • Leonsis brings seasoned governance and audit oversight, with clear committee leadership and independence. Attention to annual meeting attendance and continued monitoring of large‑holder influence remain prudent for investor confidence .