Shirley Romig
About Shirley Romig
Independent director since 2023 (age 47). Currently COO at Techstars; previously CEO/Co-Founder of Mixo Group, VP at Lyft (Global Operations, East & Canada, 2019–2022), Group VP at Equinox (2017–2019), Head of Retail Strategy at SapientRazorfish (2016–2017), SVP Corporate Strategy at HBC (2013–2015), and VP at Saks (omnichannel, Saksoff5th.com). MBA (Darden) and BS (McIntire), University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Techstars | Chief Operating Officer | Current | Operational leadership across venture portfolio |
| Mixo Group, Inc. | CEO & Co-Founder | Prior | Digital creator platform in food market |
| Lyft | Vice President, Global Operations (East & Canada) | 2019–2022 | Scaled operations, complex consumer logistics |
| Equinox Fitness Clubs | Group Vice President | 2017–2019 | Led six business lines; transformation execution |
| SapientRazorfish | Head of Retail Strategy | 2016–2017 | Retail strategy, digital |
| Hudson’s Bay Company (HBC) | SVP Corporate Strategy | 2013–2015 | Growth initiatives across Saks, OFF 5th, Lord & Taylor, Hudson’s Bay |
| Saks Incorporated | Vice President | Prior | Omnichannel transformation; launched Saksoff5th.com |
External Roles
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| Lovesac (Nasdaq: LOVE) | Director | Chair, Nominating & Governance Committee | Current public company board; 1 other public board per skill matrix |
Board Governance
- Independence: Board determined Romig is independent under Nasdaq listing standards and Rule 10A‑3 for audit committee membership .
- Board and Committees:
- Audit Committee member; Chair: Lynn L. Blake; met 4 times in FY ended Jan 31, 2025 .
- People & Compensation Committee member; Chair: Meghan Henson; met 2 times .
- Nominating & Corporate Governance Committee member; Chair: Dean Janeway; met 4 times .
- Attendance and Engagement:
- Board met 6 times; all directors attended >75% of Board/committee meetings; all directors attended last annual meeting (virtual, July 2024) .
- Board leadership: CEO is also Chairman; Lead Independent Director role (Blake) with defined duties; mitigates combined Chair/CEO structure .
Committee Activity and Attendance
| Body | Meetings (FY2025) | Romig Attendance |
|---|---|---|
| Board of Directors | 6 | >75% of meetings |
| Audit Committee | 4 | >75% of meetings; member |
| People & Compensation Committee | 2 | >75% of meetings; member |
| Nominating & Governance Committee | 4 | >75% of meetings; member |
Fixed Compensation
| Component (FY ended Jan 31, 2025) | Amount | Notes |
|---|---|---|
| Cash Fees (Annual Retainer) | $40,000 | Non‑employee directors receive same cash retainer |
| Committee/Chair Fees | Not disclosed | No additional chair fees disclosed for Romig; chair roles held by others |
| Meeting Fees | Not disclosed | Not specified in proxy |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Schedule | Unvested as of Jan 31, 2025 | Performance Metrics |
|---|---|---|---|---|---|---|
| Time‑vested RSUs | Jul 3, 2024 | 5,340 | $40,000 | Vest quarterly on last day of each of 4 subsequent fiscal quarters; eligible to vest in full immediately prior to start of Annual Meeting if still on Board | 2,670 | None disclosed (time‑based only) |
- Clawback: People & Compensation Committee administers Company clawback policy .
- Insider Trading/Hedging: Directors prohibited from hedging Company stock; diversification and broad index funds permitted .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Lovesac (LOVE) | Public company director; Chair of N&G Committee | No related‑party transactions with MAMA disclosed involving Romig |
Expertise & Qualifications
- Growth strategy and transformation across consumer/technology; operations leadership; public company governance experience; financial statement literacy indicated in Board skill matrix .
- Academic credentials (MBA, BS) align with governance and strategic oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Shirley Romig | 16,639 | <1% (*) | Based on 37,599,015 shares outstanding (as of May 6, 2025) |
| Unvested RSUs (Director Award) | 2,670 | N/A | As of Jan 31, 2025; time‑vested, not performance‑based |
() Proxy table denotes “” percentages for holders under 1% .
Governance Assessment
- Strengths:
- Independent director with service on all three key committees (Audit, Compensation, Nominating), indicating high engagement and broad governance exposure .
- Attendance above 75% and participation in annual meeting support board effectiveness .
- Balanced director pay mix (50% cash/50% RSUs) with quarterly vesting promotes alignment without excessive risk; hedging prohibition enhances alignment with shareholders .
- Considerations:
- CEO also serves as Chairman; presence of Lead Independent Director mitigates but remains a structural concentration of power .
- RED FLAGS (context, not directly implicating Romig):
- Historical settlement for invalid option grants to other directors (not Romig) signals prior equity plan control weaknesses; Company paid $112,500 and issued 16,918 shares to each affected director in May 2024 .
- Related‑party transactions (e.g., lease and seller note with parties related to a subsidiary leader) are overseen by Audit Committee; no Romig involvement disclosed .
Overall, Romig’s cross‑industry operations background and independent status, combined with multi‑committee participation and solid attendance, support investor confidence. Monitoring the combined Chair/CEO structure and ongoing remediation of historical equity grant controls remains prudent .