Shirley Romig
About Shirley Romig
Independent director at The Lovesac Company since 2019; age 47 in fiscal 2025. Currently Chief Operating Officer at Techstars, LLC (since June 2023). Core credentials include ecommerce, digital innovation, corporate strategy, and scaling complex retail operations; M.B.A. (Darden) and B.S. (McIntire), University of Virginia. Committees: Chair of Nominating & Governance; member, Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Techstars, LLC | Chief Operating Officer | Since June 2023 | Operating leader at global venture investor |
| Mixo Group | Co-Founder & CEO | Feb 2022 – Dec 2022 | Digital creator platform leadership |
| Lyft | Vice President, Global Operations (East & Canada) | Jul 2019 – Feb 2022 | Led large-scale operations |
| Equinox Fitness Clubs | Group Vice President | Apr 2017 – Apr 2019 | Led six business lines |
| SapientRazorfish | Head of Retail Strategy | 2016 – 2017 | Retail strategy leadership |
| Hudson’s Bay Company (HBC) | SVP, Corporate Strategy | 2013 – 2015 | Growth initiatives across Saks family |
| Saks Incorporated | Vice President | 2009 – 2013 | Omnichannel transformation; launched Saksoff5th.com |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mama’s Creations, Inc. (f/k/a MamaMancini’s Holdings, Inc.) | Director | Since 2023 | Current public company directorship |
| AdTheorent | Director | 2021 – 2024 | Prior public company directorship (past 5 years) |
Board Governance
- Independence: Determined independent under SEC/Nasdaq rules; Board confirms no relationships impairing judgment .
- Committees and roles:
- Nominating & Governance Committee: Chair; 4 meetings in fiscal 2025; oversees governance principles, code of ethics, succession planning, board composition/qualifications, nominations, and board/committee self-evaluations .
- Compensation Committee: Member; 5 meetings in fiscal 2025; oversees executive/director pay, incentives, equity plans, advisor independence, CD&A and report .
- Engagement/attendance: All directors attended the annual stockholder meeting and greater than 75% of meetings of the committees on which they serve in fiscal 2025 .
- Executive sessions: Independent board members meet regularly in executive session without management .
- Related-party oversight: Proxy highlights “There are no related party transactions with our directors and officers” .
- Compensation Committee interlocks: None during fiscal 2025 (and none in fiscal 2024); no executive officer serves on boards that interlock with LOVE’s Compensation Committee .
Fixed Compensation
Director pay program highlights: $75,000 annual cash retainer; committee chair retainers: Audit $15,000; Compensation $10,000; Nominating & Governance $10,000; fees paid quarterly; option to take retainers in RSUs .
| Metric | Fiscal 2024 | Fiscal 2025 |
|---|---|---|
| Annual Cash Retainer Policy (Board) | $75,000 | $75,000 |
| Committee Chair Retainer (N&G) | $10,000 | $10,000 |
| Fees Earned or Paid in Cash – Romig ($) | $72,500 | $85,000 |
| Equity Grant (Annual RSUs) – Policy Value | $125,000 | $125,000 |
| Equity Grant – Romig (grant-date fair value, $) | $125,000 | $125,000 |
| Total Director Compensation – Romig ($) | $197,500 | $200,000 |
Notes:
- Fiscal 2025 annual grant awarded June 11, 2024; vests in full on one-year anniversary; deferral available under the 2017 Equity Plan .
- Director program capped below shareholder-approved $500,000 annual limit for cash+equity .
Performance Compensation
Directors receive time-based RSUs only; no performance-vesting metrics are applied to director equity awards.
| Performance Metric | Applies to Director Equity? | Evidence/Notes |
|---|---|---|
| Revenue growth / EBITDA / TSR / ESG metrics | No | Annual director RSUs vest on one-year anniversary; time-based; no performance criteria disclosed |
Award details:
- Annual RSUs: $125,000 value; number of RSUs based on 30-day average price prior to grant; vest at 1 year; settlement deferral available; quarterly trading windows and pre-clearance required .
Other Directorships & Interlocks
| Company | Overlap with LOVE (customers/suppliers/competitors) | Interlock/Conflict Notes |
|---|---|---|
| Mama’s Creations, Inc. | None disclosed | Different industry (food); no related-party transactions noted by LOVE |
| AdTheorent (2011–2024 service window referenced) | None disclosed | No Compensation Committee interlocks; none reported |
Expertise & Qualifications
- Ecommerce and digital innovation; corporate strategy; scaling complex retail operations .
- Multifunctional operating leadership (Lyft, Equinox, HBC, Saks; strategy and omnichannel experience) .
- Education: M.B.A., Darden School of Business; B.S., McIntire School of Commerce, University of Virginia .
Equity Ownership
Stock ownership guidelines: Non-employee directors required to own shares equal to 3x annual cash retainer within five years; all directors in compliance or on track . Insider trading policy: quarterly windows; mandatory preclearance; prohibitions on short sales, hedging, and pledging without prior approval .
| As of April 17, 2025 | Value |
|---|---|
| Outstanding Shares Owned | 14,265 |
| Shares Subject to Options/RSUs (within 60 days) | 4,808 |
| Total Beneficial Ownership (Shares) | 19,073 |
| Percent of Shares Outstanding | <1% |
| Aggregate Unvested Stock Awards (RSUs) at FY25 End | 4,808 |
Governance Assessment
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Strengths
- Independent director with relevant omni-channel retail and digital operations expertise; serves as Chair of Nominating & Governance, directly influencing board composition, governance standards, and succession oversight .
- Compensation and equity design aligns with shareholder interests: modest cash, meaningful equity (time-based RSUs), and robust stock ownership guidelines; compliance or on-track status disclosed for all directors .
- No related-party transactions with directors/officers and no compensation committee interlocks; strong insider trading/anti-hedging/anti-pledging controls .
- Engagement: all directors attended the annual meeting and >75% of committee meetings; her committees met regularly (N&G: 4; Comp: 5) .
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Potential watch items
- External workload: concurrent executive role at Techstars and one external public board (Mama’s Creations). Attendance disclosure indicates acceptable engagement (>75% of committee meetings), but continued monitoring of time commitments is prudent for board effectiveness .
- Director equity is time-based rather than performance-based; while standard for directors, investors focused on performance linkage should note absence of performance-vesting criteria for director awards .
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RED FLAGS: None identified. Proxy states no related-party transactions; no comp committee interlocks; anti-hedging/pledging policies in place; independence affirmed .