Caroline Sheu
PROG HoldingsAbout Caroline Sheu
Caroline S. Sheu, 51, has served as an independent director of PROG Holdings, Inc. (PRG) since September 2021. She brings nearly two decades of digital and direct-to-consumer marketing leadership, including roles at Google (Global Director, Digital and DTC Marketing, 2020–2024), Ancestry (SVP North America Marketing, 2017–2020), GAP Inc. (VP Global Digital & Customer Marketing), Care.com (SVP/CMO), and earlier posts at Disney Interactive, Sony Network Entertainment, and EA Online .
Past Roles
| Organization | Role/Title | Tenure | Committees/Impact |
|---|---|---|---|
| Global Director, Digital and Direct-to-Consumer Marketing | Sep 2020 – Dec 2024 | Led Google Store digital marketing; drove DTC strategy for Devices & Services | |
| Ancestry, Inc. | SVP North America Marketing | 2017 – 2020 | Scaled data-driven marketing in consumer subscription |
| GAP, Inc. | VP Global Digital & Customer Marketing | Not disclosed | Led central marketing; digital/mobile transformation across omnichannel brands |
| Care.com | SVP and Chief Marketing Officer | Not disclosed | Led marketplace growth marketing |
| Disney Interactive; Sony Network Entertainment; EA Online | Senior marketing leadership roles | Not disclosed | Digital gaming and entertainment marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lulus | Director | Mar 2023 – Sep 2024 | Ended service when company went private |
- Other public company boards: none disclosed beyond Lulus .
Board Governance
- Independence: Independent director; Board affirms independence for all directors except CEO Steven Michaels and Special Advisor Curtis Doman .
- Committee memberships: Audit Committee; Nominating, Governance & Corporate Responsibility Committee .
- Committee chair roles: None; Audit Chair is Cynthia Day; Compensation & Human Capital Chair is Douglas Curling; Nominating Chair Kathy Betty retiring—Board will appoint a new Chair post-Annual Meeting .
- Attendance and engagement: Board held seven meetings in 2024; each director attended at least 75% of Board and assigned committee meetings; all directors attended the May 15, 2024 Annual Meeting .
- Executive sessions: Independent directors meet frequently in executive session, chaired by independent Board Chairman Ray M. Robinson .
- Audit Committee note: All Audit members are independent and financially literate; designated “financial experts” are Day, Curling, and Julian (Sheu is not designated a “financial expert”) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (Sheu) | $91,010 | $100,000 |
| Committee chair fees applicable to Sheu | None (not a chair) | None (not a chair) |
| Equity retainer (RSUs grant-date fair value) | $150,000 | $150,000 |
| Units granted (RSUs) | 4,656 units (May 2023) | 4,151 units (May 2024) |
| Deferred compensation election (cash retainer) | Elected to defer 100% of cash retainer | Elected to defer 100% of cash retainer |
Program structure (for non-employee directors):
- Base cash retainer $100,000; RSUs $150,000 (generally vest after one year) .
- Chair retainers: Audit $30,000; Compensation & Human Capital $25,000; Nominating $20,000 (not applicable to Sheu) .
Performance Compensation
| Metric-Linked Elements for Directors | 2023 | 2024 |
|---|---|---|
| Performance metrics tied to director pay | None disclosed (director equity is time-based RSUs) | None disclosed (director equity is time-based RSUs) |
| Options/PSUs for directors | Not disclosed (program indicates RSUs only for directors) | Not disclosed (program indicates RSUs only for directors) |
Note: Performance metrics (Adjusted EBITDA, GMV, etc.) apply to executive incentive programs and not to non-management director compensation .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Lulus | Former director (Mar 2023–Sep 2024) | No PRG-related interlocks or conflicts disclosed |
- Compensation Committee Interlocks: Committee members were independent; no interlocks or insider participation disclosed; Sheu is not a member of the Compensation & Human Capital Committee .
Expertise & Qualifications
- Digital/DTC marketing leader with deep data analytics and spend optimization across multi-channel platforms .
- Proven brand engagement and loyalty expertise; relevant to PRG’s fintech, e-commerce, and DTC initiatives .
Equity Ownership
| Metric | As of/Period | Value |
|---|---|---|
| Beneficial ownership (shares) | Record date Mar 10, 2025 | 14,140 shares; <1% of class |
| Shares outstanding (basis) | Mar 10, 2025 | 40,604,576 shares |
| Unvested RSUs held | Dec 31, 2024 | 4,151 units (May 2024 grant) |
| Director stock ownership guideline | Policy | $400,000 in common stock/RSU equivalents; compliance achieved by all directors as of Dec 31, 2024 |
| Hedging/Pledging | Policy | Prohibited for officers/directors under Insider Trading Policy |
| Deferred compensation election | 2023, 2024 | Deferred 100% of cash retainer |
Governance Assessment
- Board effectiveness: Sheu’s dual committee service (Audit; Nominating/Governance) enhances oversight of financial reporting, regulatory/compliance, ESG, and board refreshment—areas central to investor confidence for PRG’s fintech model .
- Independence and engagement: Independent status with strong attendance threshold; active participation in committees with 2024 meeting cadence (Audit 8; Nominating 4) supports governance robustness .
- Ownership alignment: Annual RSU grants and adherence to $400,000 ownership guideline align incentives; deferral of cash retainer signals long-term orientation .
- Conflicts/related party exposure: No related-party transactions involving directors/officers requiring disclosure since Jan 1, 2024; Audit Committee oversees related-party review under formal policy—risk mitigant .
- Shareholder signals: Say-on-pay approval at ~94% in prior year indicates supportive governance environment, though focused on executive pay structure .
- Red flags: None disclosed—no hedging/pledging permitted; no meeting fee dependence; no disclosed attendance shortfalls; no related-party transactions .