Jerome Griffith
About Jerome Griffith
Jerome Griffith (age 67) was elected to the Olaplex (OLPX) Board as a Class I non‑employee director effective July 20, 2025, with a term expiring at the 2028 Annual Meeting. He is a veteran consumer and retail executive, having served as CEO of Lands’ End and Tumi, most recently CEO/President and director of Brown Jordan Inc. (2023–2025). He holds a B.S. in Marketing from Penn State’s Smeal College of Business and currently serves on the Boards of Samsonite International S.A., Vince Holding Corp., and Brown Jordan Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Jordan Inc. | Chief Executive Officer, President, and Director | Jun 2023 – Mar 2025 | Led outdoor furniture brand through leadership transition |
| Lands’ End, Inc. | Chief Executive Officer; Executive Vice Chairman, Board of Directors | CEO: Mar 2017 – Jan 2023; Exec VC: Mar 2017 – May 2023 | DTC/apparel turnaround and e‑commerce leadership |
| Tumi Holdings, Inc. | Chief Executive Officer, President, and Director | 2009 – 2016 | Premium travel goods growth and brand development |
| Esprit Holdings Limited | Chief Operating Officer; President, North & South America; Board Member | COO/Director from 2003; President of Americas from 2006 | Global operations and regional expansion |
| Tommy Hilfiger | Executive Vice President | 1999 – 2002 | Senior retail leadership |
| The J. Peterman Company | President of Retail | 1998 – 1999 | Retail operations leadership |
| Gap Inc. | Various roles | 1989 – 1998 | Merchandising/retail foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsonite International S.A. | Director | Current | Global consumer/luggage expertise |
| Vince Holding Corp. | Director | Current | Premium apparel governance |
| Brown Jordan Inc. | Director | Current | Outdoor furnishings; continued industry insights |
| Penn State Smeal College of Business | Board of Visitors | Current | Academic/industry advisory |
Board Governance
- Status and structure: OLPX is a “controlled company” under Nasdaq rules and relies on exemptions from majority‑independent board, all‑independent compensation, and nominations committees, though Audit Committee independence requirements are maintained .
- Committee landscape (FY2024):
- Audit: Chair Martha Morfitt; members Christine Dagousset, Pamela Edwards (added Mar 19, 2025), Paula Zusi; 5 meetings in FY2024 .
- Compensation: Chair Tricia Glynn; members John P. Bilbrey, David Mussafer; 4 meetings .
- Nominating & Corporate Governance: Chair Deirdre Findlay; members Christine Dagousset, Emily White, Michael White; 4 meetings .
- Attendance: In FY2024, no director attended fewer than 75% of Board and committee meetings (82% attended the 2024 annual meeting) .
- Griffith’s committee assignments: Not disclosed as of his July 20, 2025 appointment 8‑K .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 (pro‑rated for partial year) | As specified in appointment 8‑K; paid quarterly in arrears . |
| Committee Retainers | Audit: $15,000 (Chair $30,000); Comp: $10,000 (Chair $20,000); Nominating: $10,000 (Chair $15,000) | Policy rates per latest proxy (applies if/when assigned) . |
| Chair/Lead Director Retainers | Board Chair $150,000 cash retainer vs. $100,000 for directors; Lead Director $120,000 | Per policy . |
Performance Compensation
| Element | Structure | Metrics / Vesting | Notes |
|---|---|---|---|
| Annual Director RSU Grant | ~$150,000 grant value | Vests at next annual meeting (~1‑year, time‑based) | Applies to non‑employee directors, consistent with policy; Board Chair typically ~$250,000 . |
| Annual Cash/Bonus (Performance‑based) | None | N/A | Director pay is cash retainer + time‑based RSUs; no performance metrics . |
Other Directorships & Interlocks
| Company | Industry | Potential Interlock/Conflict Considerations |
|---|---|---|
| Samsonite International S.A. | Luggage/Travel Goods | No OLPX related‑party ties disclosed; different product category . |
| Vince Holding Corp. | Apparel | No OLPX related‑party ties disclosed; possible overlapping retail channels in general, not disclosed as an issue . |
| Brown Jordan Inc. | Outdoor Furnishings | No OLPX related‑party ties disclosed . |
No related‑party transaction involving Mr. Griffith was disclosed in his appointment 8‑K; OLPX’s 2025 proxy lists a related‑party Pacvue agreement tied to Advent funds (majority owner), not to Mr. Griffith .
Expertise & Qualifications
- Core skills: Multi‑decade operating leadership in consumer/retail (DTC, wholesale, brand building, international operations), CEO experience at multiple public and private companies .
- Education: B.S. in Marketing, Penn State Smeal College of Business .
Equity Ownership
| Topic | Policy / Status |
|---|---|
| Stock Ownership Guidelines (Outside Directors) | Must hold vested equity equal to 5x annual cash retainer (excludes committee/lead/chair retainers). Directors joining after Sep 30, 2021 (and who didn’t hold options then) must reach level by later of 2026 annual meeting or 5 years from joining . |
| Retention Requirement | Until guideline met, must retain 67% of net shares from equity vesting/exercise . |
| Hedging/Pledging | Prohibited for directors (no hedging; no margin or pledging) . |
| Clawbacks | Company has SEC‑compliant clawback for Section 16 officers and a discretionary policy for VP+ employees; primarily executive‑focused, not directors . |
Director Compensation (Context)
| 2024 Non‑Employee Director Pay (selected) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Standard non‑employee directors (e.g., Findlay, Mussafer, E. White, M. White) | 109,611–115,000 | 150,000 | ~259,611–265,000 |
| Executive Chair (J.P. Bilbrey; special arrangement) | 400,000 | 400,000 | 800,000 |
Notes: Policy specifies $100,000 cash retainer for directors; additional committee/lead/chair fees; annual RSUs ~$150,000 (chair ~$250,000) vest in ~1 year .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 Annual Meeting results: Say‑on‑pay received 607,634,525 For; 6,017,775 Against; 668,994 Abstain; broker non‑votes 15,814,276, indicating strong support in the latest vote .
- Directors elected: Class I nominees received strong majorities; Bilbrey (570.6M For), Findlay (595.7M), M. White (573.8M) .
Employment & Contracts
- As a non‑employee director, Mr. Griffith will be covered by OLPX’s standard non‑employee director compensation policy and enter into an indemnification agreement in substantially the same form as previously filed (10‑K exhibit) .
Related Party Transactions (Conflict Scan)
- Appointment 8‑K contains no disclosure of related‑party transactions for Mr. Griffith .
- 2025 proxy discloses a 2024 services agreement with Pacvue (affiliated with Advent funds), unrelated to Mr. Griffith ($0.3M spend) and governed by related‑party policy overseen by Audit Committee .
Governance Assessment
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Strengths for Board effectiveness:
- Deep consumer/retail operating pedigree across DTC, wholesale, and brand building from Gap, Tommy Hilfiger, Esprit, Tumi, Lands’ End, and Brown Jordan; brings practical turnaround and supply‑chain/commercial expertise relevant to beauty brand scaling .
- Independent perspective as a non‑employee director under standard director policy; anti‑hedging/pledging and ownership guidelines support alignment over time .
- OLPX shareholder support trends are constructive (strong 2025 say‑on‑pay and director elections), indicating an accommodating governance climate into which he enters .
-
Considerations to monitor:
- Committee workload/fit: As of appointment, committee assignments not disclosed; ensure service aligns with his financial and operational strengths while respecting independence standards for Audit if applicable .
- Multi‑board commitments: Currently serves on Samsonite, Vince, and Brown Jordan boards; OLPX guidelines expect directors to ensure commitments do not materially interfere with service; Audit Committee members (if applicable) face limits on additional audit committees without Board review .
- Controlled company status: Reduces independence requirements for comp and nominating committees; continued oversight quality depends on committee practices and board culture .
-
RED FLAGS (none disclosed specific to Griffith):
- No disclosed related‑party transactions, hedging/pledging, or attendance issues tied to Mr. Griffith as of appointment .
- Company‑level related‑party exposure (Advent‑affiliated Pacvue) exists but is monitored under policy by Audit Committee .
Bottom line: Griffith adds seasoned retail leadership and brand stewardship experience. Focus points for investors are his eventual committee roles, time commitments across boards, and alignment to OLPX’s ownership and ethics policies within a controlled company framework .