Leonard Schlesinger
RHAbout Leonard Schlesinger
Leonard Schlesinger, age 72, is an independent Class I director of RH, serving since April 2014. He is Baker Foundation Professor of Business Administration at Harvard Business School (returned to HBS in July 2013), and previously served as President of Babson College (2008–2013); his prior operating roles include Vice Chairman and COO at Limited Brands (1999–2007) and EVP/COO at Au Bon Pain. He holds a DBA from Harvard Business School, an MBA from Columbia University, and a BA from Brown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Limited Brands (L Brands, Inc.) | Vice Chairman & Chief Operating Officer | 1999–2007 | Oversaw enterprise operational and financial functions across major retail brands |
| Au Bon Pain Co., Inc. | Executive Vice President & Chief Operating Officer | Not disclosed | Operating leadership at restaurant chain |
| Babson College | President | July 2008–July 2013 | Led academic institution transformation |
| Harvard Business School | Baker Foundation Professor; previously George Fisher Baker Jr. Professor | Returned July 2013; 20 years prior service | Senior academic leadership and executive education roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viewpost Holdings | Director | Not disclosed | Technology/fintech board service |
| Harvard Business School | Baker Foundation Professor | July 2013–present | Leading academic in business administration |
Board Governance
- Committee assignments: Chair, Compensation Committee; not serving on Audit or Nominating & Corporate Governance; independent director .
- Board class and term: Class I director; term expires at the 2025 Annual Meeting .
- Independence and attendance: Board affirmed independence; all nominees and incumbent directors attended at least 75% of eligible board/committee sessions in fiscal 2024 .
- Committee meetings in FY2024: Compensation Committee met 2 times; Schlesinger chaired these meetings .
- Compensation committee interlocks: None; no insider participation, and no reciprocal executive/committee overlaps with other companies .
- Lead Independent Director: Mark Demilio; presides over executive sessions .
- Clawback policy: Adopted October 2, 2023, compliant with SEC Rule 10D-1 and NYSE standards .
- Insider trading/hedging: RH prohibits short sales, hedging, pledging, and requires pre-clearance for insiders; 10b5-1 plans must be pre-cleared .
- Say-on-pay: 96% approval at June 27, 2024 annual meeting .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Paid quarterly in advance |
| Compensation Committee chair fee | $75,000 | Paid quarterly in advance |
| Total FY2024 cash fees (actual) | $210,000 | Matches retainer + chair fee |
| Annual equity grant (policy) | $125,000 aggregate value | Restricted stock; vests fully at 1-year anniversary |
| FY2024 stock award (grant date fair value) | $103,398 | FASB ASC 718 fair value |
| Options | None | No director options other than those for Lead Independent Director; Schlesinger has none |
Performance Compensation
- Director equity vesting: Standard annual restricted stock grant; 547 unvested shares vest 100% on June 27, 2025 (director annual grant) .
- Executive plan oversight (as comp chair): RH’s Leadership Incentive Program (LIP) for NEOs used Adjusted Income as the FY2024 performance metric; payout was 0% given targets were not reached—indicates discipline in pay-for-performance oversight .
| Metric (NEO LIP) | FY2024 Target Basis | Payout |
|---|---|---|
| Adjusted Income (consolidated operating income adjusted for non-recurring items; not adjusted for D&A) | Committee-set annual objective | 0% of target (no payout) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Schlesinger in RH’s proxy .
- Private/academic boards: Viewpost Holdings (Director); academic leadership at HBS .
- Interlocks: No compensation committee interlocks or insider participation across RH and other issuers; none of RH’s executives serve on other companies’ boards/committees creating interlocks with RH .
Expertise & Qualifications
- Extensive leadership, operational, financial, and retail brand experience from L Brands, Au Bon Pain, and academic leadership roles .
- Board skills matrix highlights Business Leadership, Brand/Retail, Growth Company, Public Company Executive/Director, and Risk & Governance as Schlesinger’s strengths .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Leonard Schlesinger | 14,621 | <1% | As of May 16, 2025; includes standard director holdings |
| Unvested restricted stock | 547 | n/a | Vests June 27, 2025 |
| Options | 0 | n/a | No director options for Schlesinger |
- Ownership guidelines: Directors must own RH stock equal to 2x annual cash retainer; all directors are in compliance, indicating alignment .
- Hedging/pledging: Prohibited under RH policy, supporting alignment and risk mitigation .
Governance Assessment
- Strengths: Independent director with deep operating and governance expertise; chairs Compensation Committee; maintained rigorous pay-for-performance discipline (NEO LIP payout 0% in FY2024); strong shareholder Say-on-Pay support (96%); presence of modern clawback and anti-hedging/pledging policies .
- Engagement: Board met 4 times in FY2024; all directors met ≥75% attendance; Compensation Committee met 2 times under his chairmanship .
- Conflicts/related-party exposure: No compensation committee interlocks or insider participation disclosed; Audit Committee oversees related-person transactions with defined processes .
- Alignment: Compliant with ownership guidelines; director equity grants are time-based and modest versus cash fees, with no options for Schlesinger—reducing risk of excessive equity leverage and encouraging steady alignment .
Overall signal: Schlesinger’s profile and committee leadership support investor confidence in RH’s governance—particularly on compensation oversight and alignment—without disclosed conflicts or red flags in the latest proxy .