Eri Chaya
RHAbout Eri Chaya
Eri Chaya is RH’s President, Chief Creative and Merchandising Officer (since November 2017) and a Class I director (on the Board since 2012), age 51; she leads product curation and integration and brand creative across RH categories and channels, following prior creative leadership roles at Goodby, Silverstein & Partners and Banana Republic . Company performance context: in fiscal 2024, GAAP net revenues rose 5.0% to $3.181B, GAAP operating margin fell 200 bps to 10.1%, and GAAP net income declined 43.2% to $72M; diluted EPS decreased to $3.62 . Over the last five fiscal years, cumulative TSR was 100.77% versus 91.01% for the S&P Retail Select peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RH | Vice President, Creative | 2006–2008 | Built creative platform for RH publications and digital presence . |
| RH | Chief Creative Officer | 2008–2016 | Led design/brand development across product lines and channels . |
| RH | Co‑President, Chief Creative & Merchandising Officer; Director | 2016–2017 | Advanced merchandising leadership and board oversight . |
| RH | President, Chief Creative & Merchandising Officer | 2017–present | Leads product curation/integration, brand creative, business development across Interiors/Contemporary/Modern/Beach House/Ski House/Outdoor/Baby & Child/TEEN in physical, digital, print . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goodby, Silverstein & Partners | Creative Director | Not disclosed | Advertising leadership; brand creative experience . |
| Banana Republic | Creative Director | Not disclosed | Fashion brand creative; merchandising-adjacent experience . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $1,240,383 | $1,271,698 | $1,300,000 |
| Non‑Equity Incentive Plan Compensation ($) | $620,192 | $0 | $0 |
| Option Awards (Grant‑date fair value, $) | $0 | $3,953,040 | $3,350,560 |
| Other Compensation ($) | $37,000 | $39,500 | $39,500 |
| Total ($) | $1,897,575 | $5,264,238 | $4,690,060 |
Notes:
- FY24 base salaries maintained; Ms. Chaya’s base set at $1,300,000 .
- Perquisites include $12,000 car allowance and $27,500 concierge medical services in FY24 .
Performance Compensation
| Metric | Weighting | Target (100% Achievement Level) | Actual (FY 2024) | Payout (% of eligible base) | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted Income (Company metric) | 100% company performance | Company-set Adjusted Income target (LIP) | Below threshold; LIP payout set to 0% | 0% | Annual cash bonus under LIP; none paid for FY24 . |
Bonus target schedule (as % of eligible base): Threshold 10%, Target 50%, Max 100% for Ms. Chaya; 0% paid for FY2024 .
Equity Ownership & Alignment
| Ownership Metric | Value | As of |
|---|---|---|
| Total beneficial ownership (shares) | 188,643 (1.0% of outstanding) | May 16, 2025 |
| Direct/Trust holdings | 23,643 shares held by Chaya‑Smith Revocable Trust | May 16, 2025 |
| Options exercisable within 60 days | 165,000 shares | May 16, 2025 |
Additional alignment and risk controls:
- Executive stock ownership guidelines: 2x annual base salary for senior executives; all executives and directors are in compliance .
- Anti‑hedging/anti‑pledging: short sales, hedging, and pledging of RH stock are prohibited; pre‑clearance required for insider trades; Rule 10b5‑1 plans permitted subject to policy .
- Clawback: NYSE Rule 10D‑1 compliant incentive compensation recoupment policy adopted Oct 2, 2023 .
Insider activity and selling pressure signals:
- FY2024 option exercises: 160,000 shares exercised; value realized $45,102,100 .
- Near‑term liquidity: 165,000 options exercisable within 60 days of May 16, 2025 .
Outstanding equity awards (options) at FY24 year‑end:
| Grant/Exercise Price | Exercisable (#) | Unexercisable (#) | Expiration |
|---|---|---|---|
| $39.42 | 50,000 | — | 5/3/2026 |
| $109.87 | 50,000 | — | 6/5/2028 |
| $101.25 (2019 grant) | 30,000 | 20,000 | 4/1/2029 |
| $154.82 (2020 grant) | 13,500 | 16,500 | 4/28/2030 |
| $264.27 (2023 grant) | 2,500 | 22,500 | 6/8/2033 |
| $267.09 (2024 grant) | — | 20,000 | 4/10/2034 |
Vesting schedules: RH predominantly uses seven‑year back‑end loaded vesting (10% in years 1–3; 15% in years 4–5; 20% in years 6–7); Ms. Chaya’s April 11, 2024 grant follows this schedule at $267.09 exercise price .
Employment Terms
Compensation Protection Agreement (dated March 29, 2018) provides, upon termination without cause or resignation for good reason and subject to release/compliance: salary continuation for 12 months, prorated prior‑year bonus mechanics, and Company‑paid portion of COBRA for 12 months; excise tax “cut‑back” (no gross‑ups) applies . Hypothetical quantification (as of Feb 1, 2025): salary continuation $1,300,000; health coverage $19,243; total $1,319,243 (no LIP bonus payable for FY2024) .
Company practices (applicable to executives):
- No single‑trigger change‑of‑control benefits; no tax gross‑ups; no option repricing without shareholder approval .
- No defined benefit pension or nonqualified deferred compensation; executives participate in standard company 401(k)/benefits .
Board Governance
- Role: Class I director; term expiring at the Annual Meeting; nominated for re‑election in 2025 .
- Committee memberships: none .
- Independence: Board determined Ms. Chaya is not independent (executive officer); independent directors comprise board committees; Lead Independent Director structure in place .
- Attendance: Board met 4 times in fiscal 2024; all directors attended ≥75% of meetings for which they were eligible; independent directors held executive sessions led by the Lead Independent Director .
- Director compensation: As a current officer, Ms. Chaya receives no additional pay for board service .
- Say‑on‑pay support: ~96% approval at the 2024 Annual Meeting .
Investment Implications
- Pay‑for‑performance alignment: FY2024 LIP paid 0% on Adjusted Income miss; equity compensation emphasizes long‑dated, back‑end loaded stock options, increasing retention but creating potential future selling as tranches vest and options become in‑the‑money .
- Insider supply risk: 160,000 shares exercised in FY2024 and 165,000 options exercisable within 60 days as of May 16, 2025 indicate potential liquidity events; anti‑hedging/anti‑pledging policies mitigate alignment risks .
- Governance and dual‑role considerations: As an executive‑director, Ms. Chaya is non‑independent; however, RH maintains fully independent committees and a Lead Independent Director framework to mitigate CEO/Chair and executive dual‑role concerns .
- Retention risk: Severance protections (12 months base + COBRA) are standard and lack rich change‑of‑control triggers, suggesting balanced retention incentives tied more to multi‑year equity realization than guaranteed cash .
- Performance track record context: Revenue growth in FY2024 amid margin pressure and lower GAAP net income reflects investment against a challenging housing backdrop; five‑year TSR outperformance versus the retail index supports long‑term value creation priorities in product/brand under Ms. Chaya’s remit .