Hilary Krane
RHAbout Hilary Krane
Hilary Krane, age 61, has served as an independent director of RH since June 2016 and is currently a member of the Audit Committee; she is a Class II director with a term expiring at the 2026 annual meeting . She is Chief Legal Officer at Creative Artists Agency (CAA), and previously held senior legal and administrative leadership roles at NIKE, Inc., Levi Strauss & Co., and PricewaterhouseCoopers; she holds a B.A. from Stanford University and a J.D. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIKE, Inc. | Executive Vice President, Chief Administrative Officer and General Counsel | 2010–Feb 2022 | Senior executive across legal and administrative functions |
| Levi Strauss & Co. | General Counsel and Senior Vice President for Corporate Affairs | 2006–2010 | Led corporate affairs and legal |
| PricewaterhouseCoopers LLP | Partner and Assistant General Counsel | 1996–2006 | Legal leadership within PwC |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Creative Artists Agency | Chief Legal Officer | Current | Legal leadership |
| Federal Reserve Bank of San Francisco, Portland Branch | Director | Since Jan 2018 | Regional Fed governance role |
Board Governance
- Committee assignments: Audit Committee member; not a chair .
- Independence: Board affirmatively determined Ms. Krane is independent under NYSE/SEC rules; all audit committee members are independent .
- Tenure/class: Class II director; term expires at the 2026 annual meeting .
- Attendance and engagement: Board held 4 meetings in fiscal 2024; all directors attended at least 75% of meetings they were eligible to attend; independent directors held executive sessions presided over by the Lead Independent Director .
- Committee activity: Audit Committee met 7 times in fiscal 2024 .
- Related-party transaction oversight resides with the Audit Committee .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Paid quarterly in advance |
| Audit Committee member fee | $25,000 | Paid quarterly in advance |
| Total cash fees earned | $160,000 | Disclosed as fees earned |
| Annual equity grant policy (restricted stock) | $125,000 value | Grants vest in full one year after grant; value based on 10-day average closing price |
| Stock awards (grant date fair value, FY2024) | $103,398 | ASC 718 grant-date fair value |
| Meeting fees | Not applicable | No per-meeting fees |
Performance Compensation
- Director compensation program does not disclose performance-based metrics for non-employee directors; annual equity grants are time-based restricted stock vesting after one year, without stated performance conditions for directors .
| Performance Metric Tied to Director Pay | Measure | Status |
|---|---|---|
| Performance-vesting equity for directors | TSR, revenue, EBITDA, ESG | Not disclosed/Not used for director grants |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in biography |
| Other boards/roles | Federal Reserve Bank of San Francisco, Portland Branch (since Jan 2018) |
| Compensation committee interlocks | None; RH discloses no compensation committee interlocks or insider participation |
Expertise & Qualifications
- Board skills matrix indicates Krane brings brand/retail experience, public company executive/director experience, legal expertise, and risk & governance capabilities .
- Education: B.A. Stanford; J.D. University of Chicago .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 7,085 | “Represents beneficial ownership of less than 1%” |
| Unvested restricted stock | 547 | Vests 100% on June 27, 2025 |
| Stock options (exercisable/unexercisable) | None disclosed | No options listed for Krane |
| Ownership guidelines | 2x annual cash retainer for directors | All directors in compliance |
| Anti-hedging/pledging | Prohibited under Insider Trading Policy | Pre-clearance required |
Governance Assessment
- Independent audit committee member with deep legal and risk/governance expertise; contributes to oversight of financial reporting, cybersecurity, and related-party review .
- Attendance: Board met 4 times in FY2024; all directors met the ≥75% attendance threshold, indicating baseline engagement; audit committee met 7 times, supporting active oversight cadence .
- Ownership alignment: Beneficial ownership of 7,085 shares (<1%) supplemented by annual restricted stock grants; directors are subject to 2x retainer ownership guideline and reported in compliance, and hedging/pledging is prohibited—supportive of alignment and risk mitigation .
- Conflicts/related-party exposure: No compensation committee interlocks; audit committee charged with related-person transaction approval; no related-party transactions involving Krane disclosed in the proxy .
- Shareholder signals: Prior say‑on‑pay support of ~96% at the 2024 annual meeting suggests constructive investor sentiment toward RH’s pay practices, indirectly reinforcing governance stability .
- Accountability mechanisms: Company adopted an incentive compensation clawback policy effective October 2, 2023 per SEC/NYSE rules, enhancing recourse in case of restatements—positive governance control .
Overall, Krane’s independence, audit committee role, and legal/governance background reinforce board effectiveness; absence of pledging/hedging and compliance with ownership guidelines support investor alignment, with no disclosed related-party risks or interlocks .