Ali Rowghani
RHAbout Ali Rowghani
Ali Rowghani, age 52, is an independent Class II director of RH, serving since January 22, 2015, with his current term continuing until the 2026 annual meeting. He is the founder and Managing General Partner of First Harmonic (established in 2025), and previously launched and managed the Y Combinator Continuity Fund beginning in 2015. Prior operating roles include CFO (March 2010) and later COO at Twitter (December 2012–June 2014), and CFO/SVP Strategic Planning at Pixar (June 2002–February 2010). He holds a B.A. in International Relations and an M.B.A. from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twitter, Inc. | Chief Financial Officer | Mar 2010 | Executive leadership at innovative growth company |
| Twitter, Inc. | Chief Operating Officer | Dec 2012–Jun 2014 | Led BD, platform, media, product, analytics; scaled a high-growth platform |
| Pixar Animation Studios | Chief Financial Officer; SVP Strategic Planning | Jun 2002–Feb 2010 | Reported to founder/president; strategic and financial leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Harmonic | Founder & Managing General Partner | Established 2025 | Technology investing; operational and financial expertise |
| Y Combinator Continuity Fund | Manager; launched fund | Launched 2015 | Growth-stage investing; information networks and scaling insight |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; not chair .
- Independence: Board affirmatively determined Mr. Rowghani is independent under NYSE and SEC rules .
- Attendance and engagement: Board held 4 meetings in fiscal 2024; all directors attended at least 75% of board/committee/independent sessions; the Nominating & Corporate Governance Committee met 2 times .
- Lead Independent Director and executive sessions: Mark Demilio serves as Lead Independent Director and presides over executive sessions of non-management directors; independent directors held executive sessions during fiscal 2024 .
- Compensation Committee interlocks: Company discloses no compensation committee interlocks or insider participation; none of RH executive officers serve on another company’s compensation committee that has an executive officer serving on RH’s board .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Paid quarterly in advance |
| Nominating & Corporate Governance Committee membership fee | $15,000 | Paid quarterly in advance |
| Total cash fees earned (FY2024) | $150,000 | Per director compensation table |
| Meeting fees | Not applicable | RH does not pay meeting fees |
Performance Compensation
| Equity Component | Grant Value Basis | Shares/Value | Vesting/Performance Terms |
|---|---|---|---|
| Annual restricted stock grant | Program spec | $125,000 aggregate value, based on average closing price methodology | Vests in full on one-year anniversary of date of grant; time-based only |
| FY2024 stock awards (grant-date fair value) | ASC 718 | $103,398 | As reported in director comp table |
| Unvested restricted stock (at FY2024 year-end) | Count | 547 shares | Vests 100% on June 27, 2025; time-based |
| Stock options | — | None | No option awards disclosed for Mr. Rowghani |
Other Directorships & Interlocks
- Current public company boards: No current public company directorships disclosed in his RH proxy biography .
- Interlocks: No compensation committee interlocks reported for RH (see Board-wide disclosure) .
Expertise & Qualifications
- Extensive operational, financial, and leadership experience; expertise in scaling innovative and high-growth companies .
- Education: B.A. in International Relations and M.B.A., Stanford University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 10,072 shares; less than 1% of outstanding | Per beneficial ownership table; <1% denoted with asterisk |
| Direct/indirect holdings | 6,953 shares held by the Rowghani Keshavarz Living Trust | Footnote details |
| Unvested RS (also counted above) | 547 shares | Vests June 27, 2025 |
| Options | None | No options disclosed at FY2024 year-end |
| Director stock ownership guideline | 2× annual cash retainer | Directors must hold RH stock ≥2× cash retainer |
| Guideline compliance | In compliance | Company states all directors comply with guidelines |
| Hedging/pledging | Prohibited by Insider Trading Policy; pre-clearance required | Anti-hedging and anti-pledging; pre-clear open-market trades |
Governance Assessment
-
Board effectiveness: Independent director with governance focus via Nominating & Corporate Governance Committee; regular board and committee activity levels suggest engagement (4 board meetings; 2 Nom/Gov meetings) with attendance thresholds met by all directors in FY2024 .
-
Alignment: Time-based annual equity grants and director ownership guidelines (2× retainer) promote alignment; company reports directors are in compliance, and RH prohibits hedging/pledging, reducing misalignment risk .
-
Compensation structure: Cash retainer plus modest committee fee and time-based RS supports independence and avoids pay-for-performance conflicts typical for directors; FY2024 cash fees $150,000 and RS fair value $103,398 are within RH’s disclosed framework .
-
Conflicts/related-party: Audit Committee oversees related-person transactions; no specific related-party exposure for Mr. Rowghani is disclosed in his biography or committee reports; monitor any future RH commercial relationships with First Harmonic portfolio companies, though none are disclosed in the proxy .
-
Shareholder confidence signals: Prior say-on-pay support of ~96% at the 2024 annual meeting indicates broad investor support for RH’s compensation governance practices, indirectly reinforcing board oversight credibility .
-
RED FLAGS to monitor:
- External investing role: As founder/GP of First Harmonic, monitor for potential related-party transactions or information-flow conflicts if RH engages with portfolio companies; any such transactions would fall under Audit Committee review .
- Attendance specifics: Proxy reports at least 75% attendance for all directors but does not disclose individual rates; continued monitoring of individual attendance is prudent for governance quality .
- Equity structure: Director equity is time-based (not performance-conditioned), consistent with market practice; no red flags like option repricing or tax gross-ups disclosed for directors .