Carlos Alberini
RHAbout Carlos Alberini
Independent director of RH since June 2010; age 69; Class III director with term expiring at the 2027 annual meeting. He is currently CEO and a director of Guess?, Inc. (NYSE: GES), and previously served as RH’s Co‑CEO and CEO (2010–2014), giving him deep retail, branded consumer, finance and capital structure experience. The RH board affirms his independence under NYSE/SEC rules and notes he satisfies “enhanced” independence standards given his prior RH employment ended more than five years ago. Attendance: all directors, including Alberini, attended at least 75% of eligible meetings in fiscal 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RH (Restoration Hardware) | Co‑CEO; CEO | Co‑CEO: Jun 2010–Oct 2012 and Jul 2013–Jan 2014; CEO: Oct 2012–Jul 2013 | Led transformation during earlier tenure; subsequent RH board independence determined based on elapsed time since employment. |
| Guess?, Inc. | President & COO; Interim CFO | Dec 2000–Jun 2010; Interim CFO May–Jul 2006 | Senior operating and finance leadership at a global retailer. |
| Footstar, Inc. | SVP & CFO | Oct 1996–Dec 2000 | Retail finance leadership. |
| Melville Corporation | VP Finance & Acting CFO | May 1995–Oct 1996 | Holding company finance leadership. |
| The Bon‑Ton Stores, Inc. | Controller; SVP; CFO & Treasurer | 1987–1995 | Multiple senior finance roles at department store chain. |
| PricewaterhouseCoopers LLP | Various positions | Prior to 1987 | Early career in public accounting. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Guess?, Inc. | Chief Executive Officer and Director | Feb 2019–Present | Public company CEO and board member. |
Board Governance
- Committee assignments: None; the board elected not to appoint Mr. Alberini to committees required to be entirely independent (Audit, Compensation, Nominating & Corporate Governance).
- Independence: Board affirmatively determined he is independent under NYSE/SEC rules (including enhanced five‑year standard).
- Lead Independent Director: Not applicable to Alberini; current LID is Mark Demilio.
- Attendance: In fiscal 2024, all incumbent directors attended at least 75% of board and applicable committee meetings.
- Board/committee structure and membership matrix confirm no committee roles for Alberini.
Fixed Compensation
Director pay structure (non‑employee):
- Annual cash retainer: $135,000; no meeting fees.
- Committee retainers: Not applicable to Alberini (no committee assignments).
- Lead Independent Director and committee chair/member fees disclosed for context; Alberini does not receive these.
Director compensation earned:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash Fees (USD) | $135,000 | $135,000 |
| Equity Grant (Grant‑date Fair Value, USD) | $136,308 | $103,398 |
| Stock Options | — | — |
| Total (USD) | $271,308 | $238,398 |
Notes
- Annual equity program target for directors: $125,000 of restricted stock, granted at the annual meeting; vests in full after one year.
- No meeting fees are paid.
Performance Compensation
- Directors receive time‑based restricted stock; no performance metrics, options, or PSU/TSR conditions for director annual grants.
- Alberini’s outstanding RSAs at FY‑end: 547 shares vesting June 27, 2025 (FY24 proxy).
- Prior cycle: 423 RSAs vested June 29, 2024 (FY23 proxy).
| Award Type | Grant/Status | Vesting | Amount |
|---|---|---|---|
| Annual RSA (FY 2024 cycle) | Unvested at FY24 end | 100% on 06/27/2025 | 547 shares |
| Annual RSA (FY 2023 cycle) | Unvested at FY23 end | 100% on 06/29/2024 | 423 shares |
Other Directorships & Interlocks
- Current public company board: Guess?, Inc. (also CEO).
- Interlocks: RH discloses no compensation committee interlocks; Alberini is not on RH’s compensation committee.
- No disclosed related‑party transactions involving Alberini in the proxy; Audit Committee reviews related‑person transactions.
Expertise & Qualifications
- Board‑identified skills matrix credits Alberini with business leadership, brand/retail, growth company experience, public company executive/director, and investment/financial expertise.
- Biography highlights extensive retail, merchandising, branded consumer, accounting, and capital finance experience; leadership of complex organizations.
Equity Ownership
- RH stock ownership guidelines: Directors must hold RH stock equal to at least 2x annual cash retainer; all directors are in compliance.
- Anti‑hedging/anti‑pledging: Policy prohibits short sales, hedging, and pledging RH stock; pre‑clearance required for director open‑market trades.
Beneficial ownership:
| As‑of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| May 3, 2024 | 21,916 | <1% | Includes 423 RSAs vesting 06/29/2024. |
| May 16, 2025 | 22,463 | <1% | Includes 547 RSAs vesting 06/27/2025. |
Governance Assessment
- Independence and committee roles: The board deems Alberini independent under NYSE/SEC rules, but has chosen not to place him on fully independent committees—this mitigates any residual optics from his prior RH executive role and current CEO role at Guess? while preserving his strategic retail expertise at the full board level.
- Engagement and attendance: Meets the 75%+ attendance threshold disclosed for fiscal 2024, supporting baseline engagement expectations.
- Alignment and incentives: Director compensation mix is balanced with cash retainer plus time‑based equity; he holds 22,463 shares and is subject to ownership guidelines and anti‑hedging/anti‑pledging policies—supportive of alignment, though ownership remains <1% given RH’s share count.
- Say‑on‑pay signal: Shareholders supported RH’s say‑on‑pay at ~96% in 2024, indicating broad investor confidence in compensation governance, indirectly supportive of overall board effectiveness.
Potential red flags and mitigants
- RED FLAG (potential bandwidth/conflict): Serving as a sitting public company CEO (Guess?) could constrain time availability; RH’s disclosure notes all directors met attendance thresholds, and Alberini holds no RH committee posts—reducing time‑intensive duties and conflict exposure.
- RED FLAG (historical affiliation): Prior RH CEO/Co‑CEO role; mitigated by elapsed time and explicit independence determination, with no committee appointments requiring heightened independence.
- No disclosed related‑party transactions, hedging, or pledging issues for Alberini; RH’s policies prohibit hedging/pledging.