Keith Belling
RHAbout Keith Belling
Keith Belling, age 67, has served on RH’s Board since April 2016 (advisor May 2015–April 2016). He is a Class III director with a term through the 2027 annual meeting. Belling is founder and former CEO of popchips (launched 2007), chaired the board through 2019, and previously founded AllBusiness.com (acquired by NBCi). He also practiced as a real estate attorney at Morrison & Foerster LLP and advises several consumer, real estate, and technology firms . The Board has determined he is not independent under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| popchips, Inc. | Founder; Chief Executive Officer; Chairman | CEO 2007–2012; Chairman 2007–2019 | Led expansion to >30,000 retail locations in North America & UK |
| AllBusiness.com | Founder; Chief Executive Officer | Founded 1998 | Built leading small business portal; sold to NBCi |
| Morrison & Foerster LLP | Real Estate Attorney | Prior to founding AllBusiness.com | Represented developers and real estate investors |
| RH | Advisor to Board | May 2015–April 2016 | Advisory role prior to board appointment |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Modern Meadow Inc. | Advisor | Innovative consumer/tech advisory role |
| Olly Nutrition | Advisor | Consumer health brand advisory |
| LBA Realty LLC | Advisor | Real estate advisory |
Board Governance
- Committee assignments: None .
- Independence: Not independent (Board determined only Alberini, Demilio, Krane, Mitic, Rowghani, Schlesinger are independent; others, including Belling, are not) .
- Class and term: Class III; term expires at 2027 annual meeting .
- Attendance: All directors attended at least 75% of eligible board/committee meetings in fiscal 2024 .
- Board/committee structure and meetings (FY2024): Audit (7), Compensation (2), Nominating & Corporate Governance (2) . Lead Independent Director: Mark Demilio; presides over executive sessions .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard director retainer, paid quarterly in advance |
| Committee fees | $0 | No committee membership |
| Meeting fees | Not applicable | RH does not pay per-meeting fees |
| Total cash earned (FY2024) | $135,000 | As reported |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | June 27, 2024 | 547 shares | $103,398 | Vests 100% on June 27, 2025 |
| Restricted Stock (annual program terms) | Annual meeting date | n/a | Target aggregate value $125,000 | 1-year cliff vesting per program |
- No performance metrics are used for director equity (director awards are time-based restricted stock, not PSU/TSR-linked) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in RH proxy |
| RH Compensation Committee interlocks | None; RH discloses no compensation committee interlocks or insider participation |
| Shared directorships with RH competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Founder/entrepreneurship, brand/retail growth, and investment/financial experience; reflected in RH’s skills matrix (business leadership, brand/retail, growth company, investment/financial) .
- Consumer products and real estate domain knowledge; prior legal training in real estate transactions .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (record date May 16, 2025) | 4,970 shares | <1% of outstanding; includes 547 restricted shares vesting June 27, 2025 |
| Ownership % of shares outstanding | <1% | Starred “*” in proxy denotes <1% |
| Vested vs unvested | Includes 547 unvested restricted shares | Vests June 27, 2025 |
| Pledging/hedging | Prohibited by RH Insider Trading Policy | Policy bans hedging, short sales, and pledging; requires pre-clearance |
| Ownership guidelines | Directors must hold ≥2x annual cash retainer | Company states all directors are in compliance |
Insider Trades
| Date | Action | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Dec 17, 2024 | Sale | 500 | $415.00 | 5,470 | |
| Jan 6, 2025 | Sale | 500 | $417.85 | 4,970 | |
| Jun 27, 2024 | Restricted Stock grant | 547 | $0.00 | 5,970 |
Governance Assessment
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Strengths
- Extensive founder/operator background in consumer brands and real estate; relevant to RH’s brand-driven strategy and real estate-centric development model .
- Stable director compensation design (cash retainer plus time-based restricted stock) and clear stock ownership guidelines with stated compliance; anti-hedging/pledging policy reduces alignment risks .
- Strong shareholder support for say-on-pay at prior annual meeting (≈96% of votes cast), indicating broader investor confidence in RH’s compensation governance framework .
-
Watch items / potential red flags
- Not independent and holds no committee assignments; limits direct influence on audit/comp/nominating oversight relative to independent directors .
- Low absolute share ownership (<1%)—while in compliance with guidelines, this represents modest “skin-in-the-game” compared to larger holders; continued monitoring of ownership trends advisable .
- Recent small discretionary sales (500 shares in December 2024 and 500 shares in January 2025) reduce holdings marginally; track for patterns, Form 10b5-1 plan usage, and alignment signals over time .
-
Related-party and conflicts oversight
- Audit Committee oversees related-person transactions; proxy discloses no related-party transactions or compensation committee interlocks involving Belling .
-
Board effectiveness signals
- Board/committee meetings met regularly; all directors ≥75% attendance; Lead Independent Director structure in place with active committee leadership and executive sessions .
Overall, Belling brings relevant entrepreneurial and brand-building expertise; however, his non-independent status and lack of committee roles suggest limited governance leverage versus RH’s independent directors. Ownership remains modest but compliant; insider sales were small—monitor for continued alignment signals and any future committee engagement .