Rachael Jarosh
About Rachael A. Jarosh
Independent director at Lifetime Brands (LCUT), age 56, serving since 2020. Background spans communications, finance, general management, corporate law, investment research/banking, and private-sector ESG; previously President & CEO of Enactus (2016–2021) and President of Pentair Foundation; began career as an attorney in 1993 . She currently chairs the board of USA for UNHCR (appointed January 6, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enactus | President & CEO | 2016–2021 | Led global experiential learning for social entrepreneurs; drove innovation and impact across 36 countries . |
| Pentair plc | President of the Foundation; led global communications | Not disclosed | Repositioned foundation; multi-year water initiative partnership noted in external bios . |
| RBC Dain Rauscher | Various roles | Not disclosed | Finance/investment research background . |
| Supervalu (now UNFI) | Various roles | Not disclosed | Corporate experience . |
| Carmichael Lynch Spong | Various roles | Not disclosed | Communications/PR . |
| Private practice law | Counsel | Began 1993 | Corporate legal experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| USA for UNHCR | Chair, Board of Directors | 2025–present | Appointed Jan 6, 2025; previously director since 2022; co-chair of Women in Philanthropy . |
Board Governance
- Committee assignments: Nominating & Governance; Compensation; ESG Committee (not a chair) .
- Independence: Board determined Jarosh is independent under Nasdaq listing standards; Board has 10 directors, 8 independent .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors virtually attended the 2024 Annual Meeting .
- Committee activity (2024): Nominating & Governance (4 meetings); Compensation (6 meetings); ESG (2 meetings) .
- Governance practices: Majority vote resignation policy, declassified board, stock ownership guidelines (directors must reach ≥3x annual cash retainer within 5 years), anti-hedging, clawback policy, executive sessions of independent directors .
Fixed Compensation
| Year | Cash Fees (incl. retainers & meeting fees) | Equity Grant Fair Value | Total |
|---|---|---|---|
| 2023 | $80,500 | $80,000 (restricted stock) | $160,500 |
| 2024 | $84,000 | $105,000 (restricted stock) | $189,000 |
- Director fee schedule (current as disclosed in 2025 proxy): Annual cash retainer $60,000; annual restricted common stock $105,000; meeting fees $2,000 per Board meeting and $500 per committee meeting; committee member retainer $2,000; chair retainers: Audit/Comp $20,000; Nom/Gov or ESG $10,000; Lead Independent Director $30,000; Chairman $50,000 .
- Prior schedule (2024 proxy for 2023): Annual cash $60,000; restricted stock $80,000; same meeting and chair fees; Chairman cash retainer approved at $50,000 effective April 1, 2023 .
Performance Compensation
| Award Type | Grant Date | Shares Granted | Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Restricted Common Stock | 2023 grants (date not specified) | Included in 17,353 restricted shares outstanding at 12/31/2023 | $80,000 | Time-based; vesting schedule not separately specified | None disclosed; valued at closing market price . |
| Restricted Common Stock | June 20, 2024 | 11,653 | $105,000 | Fully vests June 20, 2025 | None disclosed; valued at closing market price . |
- LCUT values director restricted stock awards at the closing market price on grant date; awards are time-based and not tied to performance metrics .
- Compensation risk controls include stock ownership guidelines, anti-hedging and a Dodd-Frank/Nasdaq-compliant clawback policy for executives (context for governance quality) .
Other Directorships & Interlocks
| Entity | Nature | Role/Connection | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Centre Partners (beneficial owner via Taylor Parent) | Investor | 26.7% beneficial ownership; two affiliated directors (Pollack, Schnabel) serve on Board | Control influence risk; Jarosh is independent and serves on Comp and Nom/Gov committees providing independent oversight . |
| USA for UNHCR | Non-profit | Chair | Non-commercial; no related-party transactions disclosed at LCUT . |
No other public company directorships for Jarosh are disclosed in LCUT materials .
Expertise & Qualifications
- Strong background in communications, finance, general management; deep knowledge of private-sector ESG; legal experience and investment research/banking exposure .
- Skills matrix indicates strengths in public company board experience, financial literacy, corporate governance, human capital/compensation, strategic planning/oversight, ESG .
Equity Ownership
| As-of Date | Beneficial Shares | % of Outstanding | Composition Notes |
|---|---|---|---|
| April 18, 2025 | 56,074 | <1% | As reported in Security Ownership table . |
| December 31, 2024 | 11,653 restricted shares (unvested at year-end) | — | Grant on June 20, 2024; vests June 20, 2025 . |
| June 18, 2025 (post Form 4) | 83,851 | — | Award of 27,777 shares; post-transaction holdings 83,851 . |
- Ownership guidelines: Directors must own ≥3x annual cash retainer within 5 years of election/appointment; restricted shares count when restrictions lapse; LCUT states all directors are satisfied or on track within the grace period .
- Anti-hedging policy in place; no pledging disclosure identified in proxy .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|
| 2025-06-20 | 2025-06-18 | A – Award | 27,777 | 83,851 | https://www.sec.gov/Archives/edgar/data/874396/000162828025032511/0001628280-25-032511-index.htm |
| 2024-06-24 | 2024-06-20 | A – Award | 11,653 | 56,074 | https://www.sec.gov/Archives/edgar/data/874396/000162828024029680/0001628280-24-029680-index.htm |
Governance Assessment
- Independence and engagement: Independent director with committee roles on Compensation, Nominating & Governance, and ESG; Board affirmed independence; independent directors hold executive sessions .
- Attendance: Board met six times in 2024; each director attended ≥75% of Board and committee meetings—no attendance red flags noted .
- Compensation alignment: Director pay is a mix of fixed cash and time-based equity; equity grant increased from $80k (2023) to $105k (2024), enhancing ownership alignment; awards are time-based (no performance conditions for directors) .
- Ownership alignment: Beneficial ownership rose from 56,074 (as of 4/18/2025) to 83,851 after the June 2025 award, supporting alignment; directors subject to stock ownership guidelines (≥3x cash retainer) with LCUT stating all are satisfied or on track within 5 years .
- Conflicts and related-party exposure: Audit Committee oversees related-party transactions; while LCUT has significant shareholder representation (Centre Partners), Jarosh herself has no disclosed related-party transactions; presence of Centre-affiliated directors warrants ongoing vigilance but Board maintains majority independence and governance safeguards (majority vote policy, anti-hedging, clawback) .
- Shareholder sentiment: 2025 say-on-pay approved (For 14,028,222; Against 2,085,341; Abstain 345,090; broker non-votes 4,175,633), indicating general support for compensation practices overseen by the Compensation Committee where Jarosh serves .
RED FLAGS: None specific to Jarosh disclosed (no pledging, no related-party transactions, no attendance shortfall). Broader governance watch item is high ownership concentration by Centre Partners and two affiliated directors on the Board .
Citations
- Committee assignments, age, joined Board, independence, board composition, governance practices, director compensation schedules, committee meetings, executive sessions: .
- Director compensation paid (2023, 2024), restricted share holdings and vesting: .
- Security ownership table and footnotes: .
- Audit Committee responsibilities including related-party oversight: .
- Clawback policy details: .
- Jarosh biography summary: .
- USA for UNHCR chair role: .
- Insider trades (Form 4): .
- Say-on-pay vote results (Item 5.07): .