Juliana F. Hill
About Juliana F. Hill
Independent director (since March 2022), age 56, and Chair of the Audit Committee at PLBY. She founded JFH Consulting LLC in 2013; serves as a director at National Cinemedia, Inc. (Nasdaq: NCMI) and chairs its Audit Committee; previously held senior finance roles at iHeartMedia (formerly Clear Channel) and was an audit manager at Ernst & Young. She holds a B.S. in Accounting (Trinity University), an MBA from Northwestern’s Kellogg School, and is a CPA in Texas; the PLBY Board has designated her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JFH Consulting LLC | Founder & Manager | Founded 2013 | Financial and strategic advisory services |
| iHeartMedia, Inc. (Clear Channel) | Senior finance executive | Not disclosed | Corporate finance leadership |
| Ernst & Young LLP | Audit Manager | Not disclosed | Assurance; external audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Cinemedia, Inc. (NCMI) | Director; Audit Committee Chair | Since 2020 | Largest U.S. cinema advertising network |
Board Governance
- Board class and tenure: Class II director; up for re‑election in 2025 for a term expiring at the 2028 annual meeting; has served since March 2022.
- Independence: Determined independent under Nasdaq rules and Rule 10A‑3; designated “audit committee financial expert.”
- Committees: Audit (Chair), Compensation (Member), Corporate Governance & Nominating (Member).
- Meeting cadence and attendance: Board held 19 meetings in 2024; Audit held 8, Compensation 3, CGN 1; each director attended at least 75% of combined Board/committee meetings; independent directors hold regular executive sessions without management.
- Audit Committee report: Signed by Hill as Audit Chair (with Edmonds, Yaffe).
- Governance risk disclosure: Board temporarily non‑compliant with Nasdaq independence majority due to February 2025 expansion; cure period through August 11, 2025 while searching for an additional independent director.
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer (policy) | $65,000 |
| Audit Committee Chair fee (policy) | $20,000 |
| Compensation Committee Member fee (policy) | $10,000 |
| CGN Committee Member fee (policy) | $10,000 |
| Total cash fees earned (Hill, 2024) | $105,000 |
| Meeting fees | None disclosed |
| Cash in stock election | Available under policy; not indicated for Hill (Rizvi elected stock for fees) |
- Director holding guideline: Must retain at least 25% of shares awarded (net of taxes) until departure from Board.
Performance Compensation
| Equity Item (2024, Director) | Value / Units |
|---|---|
| Stock awards (RSUs) – grant date fair value | $97,826 |
| Outstanding RSUs at 12/31/2024 | 123,564 RSUs |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| None disclosed (director RSUs are time‑based; no PSU/option program for non‑employee directors) | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| National Cinemedia, Inc. (NCMI) | Director | Audit Chair | No PLBY‑related customer/supplier ties disclosed in PLBY proxy |
Expertise & Qualifications
- CPA (Texas); audit/finance pedigree with Ernst & Young and iHeartMedia; qualifies as PLBY’s “audit committee financial expert.”
- Board leadership and governance: Chair of PLBY Audit; member of Compensation and CGN; chairs NCMI Audit.
- Education: B.S. Accounting (Trinity University); MBA (Kellogg, Northwestern).
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 90,144 |
| Shares outstanding (record date) | 93,940,964 |
| Ownership % of outstanding | ~0.096% (derived from 90,144 / 93,940,964) |
| Outstanding RSUs (unvested) | 123,564 RSUs |
| Shares pledged as collateral | Company policy prohibits pledging absent GC pre‑approval; as of Record Date, no pledges by officers/directors had been approved |
Governance Assessment
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Strengths
- Independent director with deep audit and finance expertise; serves as Audit Chair and designated “financial expert,” enhancing oversight of financial reporting, related‑party transactions, and cybersecurity risk.
- High engagement: Board and committee meeting cadence robust (19 Board; 8 Audit) and directors met attendance thresholds; independent directors hold executive sessions.
- Alignment mechanisms: Equity component in director pay; 25% share‑holding retention requirement; hedging and pledging are prohibited, supporting long‑term alignment.
- Compensation governance: Compensation Committee is independent and uses an independent consultant (Exequity), reviewed for independence.
-
Risks and RED FLAGS
- Board independence deficiency: Following February 2025 expansion and addition of a non‑independent director (Byborg affiliate), PLBY disclosed temporary non‑compliance with Nasdaq independence majority; cure required by August 11, 2025. This is a governance risk until an additional independent director is appointed.
- Related‑party concentration: Significant transactions and board influence by major shareholders (Byborg and RT), including licensing and equity financing. Audit Committee oversight mitigates but increases conflict‑risk monitoring demands.
- Pay‑mix sensitivity: 2023 policy reduced annual director equity grant to $100,000 and set cash retainer at $65,000; while prudent cost control, a lower equity mix can modestly reduce pay‑for‑performance sensitivity for directors.
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Implications
- Hill’s role as Audit Chair is pivotal for investor confidence amid large related‑party arrangements; her independence and expertise are positives, but timely restoration of Board independence majority is critical to address the Nasdaq deficiency.
Citations: [1:x] refer to PLBY DEF 14A (April 30, 2025) document chunks returned above.