Katie Mitic
RHAbout Katie Mitic
Katie Mitic (age 55) has served on RH’s Board since October 2013 and is a Class II independent director with her term expiring at the 2026 annual meeting; she is a member of the Audit Committee . She is CEO and Co‑Founder of SomethingElse, Inc. (since 2019) and previously held senior roles at Facebook (Director of Platform & Mobile Marketing), Palm (SVP Product Marketing), NetDynamics, Four11, and Yahoo; she holds a BA from Stanford and an MBA from Harvard Business School . RH highlights her leadership, operational and entrepreneurial expertise across innovative growth and global consumer technology companies, with specific relevance to cybersecurity oversight from her prior roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SomethingElse, Inc. | CEO & Co‑Founder | 2019–present | Builds multi-brand beverage platform enabled by technology |
| Sitch, Inc. | CEO & Co‑Founder | 2012–2017 | Mobile consumer products startup |
| Facebook, Inc. | Director of Platform & Mobile Marketing | Not disclosed | Grew developer products and partnerships globally |
| Palm, Inc. | SVP, Product Marketing | To its acquisition by HP (date not disclosed) | Expanded product lines and international footprint |
| NetDynamics (acq. Sun Microsystems) | Product leader | Not disclosed | Launched industry’s first application server |
| Four11 (RocketMail) | Product leader | Not disclosed | Built RocketMail (now Yahoo! Mail) |
| Yahoo! | VP & General Manager | Not disclosed | Led business units at scale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DVx Ventures | Director | Not disclosed | Private company board |
| LeanIn.Org | Director | Not disclosed | Non-profit board |
| TCV Acquisition Corp. (SPAC) | Director; Audit Committee | Disclosed in 2023 proxy | Prior public company SPAC directorship and audit committee role |
Board Governance
- Independence: Board affirmatively determined Ms. Mitic is independent under NYSE and SEC rules; committees she serves on are composed entirely of independent directors .
- Committee assignments: Audit Committee member; audit met 7 times in fiscal 2024; compensation and nominating committees met 2 times each (she is not a member of those) .
- Attendance: In fiscal 2024, all incumbent directors attended at least 75% of board and applicable committee meetings; the board held 4 meetings with additional executive sessions of independent directors .
- Risk oversight focus: Audit Committee oversees information security and cybersecurity; Ms. Mitic’s Facebook/Yahoo/eBay experience is cited as particularly relevant to cyber oversight .
- Lead Independent Director: Mark Demilio serves as Lead Independent Director and Audit Committee Chair .
Fixed Compensation
| Component (Fiscal 2024) | 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 | Retainer + Audit member fee |
| Meeting fees | Not applicable | No board meeting attendance fees |
Performance Compensation
| Component | Grant Date | Number of Shares | Grant Date Fair Value | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| Annual restricted stock grant | Annual shareholder meeting (2024) | 547 (unvested at FY-end) | $103,398 | 100% vests on June 27, 2025; director equity generally vests in full on the one-year anniversary | None disclosed; time-based vesting only |
| Stock options | N/A | — | — | Not applicable | Not applicable |
Program structure: Non‑employee directors receive an annual equity grant with an aggregate target value of $125,000, determined from a 10‑day average closing price; grants are made on the date of the annual meeting and vest in full after one year .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| DVx Ventures | Private | Director | No RH-related party disclosures noted |
| LeanIn.Org | Non-profit | Director | No RH-related party disclosures noted |
| TCV Acquisition Corp. | Public SPAC | Director; Audit Committee | Historical role; no current RH interlock disclosed |
Board independence confirmation applies to Ms. Mitic; audit committee reviews and approves related-person transactions per policy .
Expertise & Qualifications
- Board skills matrix: Business leadership, brand/retail, growth company, public company executive/director, and risk & governance are flagged for Ms. Mitic .
- RH’s rationale: Selected for extensive leadership, operational, and entrepreneurial experience with innovative growth companies and global consumer tech companies .
- Cyber oversight: Prior experience at eBay/Yahoo/Facebook supports audit-level cybersecurity monitoring .
Equity Ownership
| Metric (as of May 16, 2025) | Value | Notes |
|---|---|---|
| Total beneficial ownership | 11,386 shares | Less than 1% of outstanding shares |
| Ownership percent | <1% | Asterisk in proxy indicates under 1% of 18,732,450 shares |
| Unvested restricted stock | 547 shares | Scheduled to vest 100% on June 27, 2025 |
| Pledging of RH stock | Prohibited | Anti‑hedging/anti‑pledging under Insider Trading Policy |
| Ownership guidelines | 2x annual director cash retainer | Directors must hold stock equal to at least 2x the cash retainer |
| Guideline compliance | In compliance | All directors reported in compliance |
Governance Assessment
-
Strengths:
- Independence and committee composition: Ms. Mitic is independent and serves on the all‑independent Audit Committee, which has explicit authority over auditor independence, related‑party approvals, and cybersecurity oversight .
- Relevant expertise: Technology and consumer platform background strengthens information security/cyber oversight; RH explicitly cites her applicability to cybersecurity topics .
- Engagement: Board met four times; all directors met at least the 75% attendance threshold; audit met seven times in fiscal 2024 .
- Ownership alignment: Director stock ownership guidelines (2x retainer) with reported compliance; anti‑hedging/pledging restrictions in place .
- Shareholder sentiment: Strong say‑on‑pay support in 2025 (For: 14,009,020; Against: 353,648; Abstain: 34,356), signaling investor confidence in RH’s governance/compensation framework .
-
Potential risks and red flags:
- Related‑party transactions: CEO‑related personal use of corporate assets required reimbursement and reclassification under policy; while not implicating Ms. Mitic directly, continued vigilance by the Audit Committee (of which she is a member) is critical to investor confidence .
- Meeting attendance disclosure is aggregate (≥75%) rather than individual rates; investors may seek more granular director‑level attendance and engagement disclosures .
- No performance‑conditioned equity for directors; equity is time‑based RS, which is common but does not directly tie director pay to TSR or financial metrics .
Overall: Ms. Mitic’s independence, audit committee role, and cyber oversight expertise are positives for board effectiveness. No conflicts or related‑party exposures involving Ms. Mitic were disclosed; alignment is supported by stock ownership guidelines and anti‑pledging policy. The main governance sensitivity lies in ongoing monitoring and transparent handling of CEO‑related party matters by the Audit Committee, where her oversight is directly relevant .