Lisa Chi
RHAbout Lisa Chi
Lisa Chi, age 50, serves as President, Co‑Chief Merchandising & Creative Officer at RH, appointed May 20, 2025, and is designated a corporate officer and Section 16 officer under the Exchange Act . She holds a B.A. in Public Policy from Stanford University . Her tenure at RH re-started in May 2025 after senior merchandising leadership roles at Arhaus and RH; RH’s release highlighted her role in leading Arhaus’ merchandising during rapid growth beyond the $1B level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arhaus, Inc. | Chief Merchandising Officer | Jul 2021–May 2025 | Led product development, merchandising, planning, sourcing, quality, manufacturing; oversaw rapid growth exceeding $1B in sales |
| Arhaus, LLC | Consultant (Merchandising & Product Development) | Mar 2021–Jun 2021 | Transitional advisory role ahead of CMO appointment |
| RH | SVP Merchandising – Upholstery | Mar 2017–Jun 2020 | Led merchandising, inventory planning, sourcing, manufacturing in upholstery |
| Talbots | SVP & General Merchandise Manager (Stores, Digital, Catalog) | Jul 2014–Mar 2016 | Senior merchandising leadership across channels |
| Kohl’s, Lucky Brand, Gap Inc. | Senior Merchandising Posts (incl. 10 years at Gap) | Prior roles | Progressively senior merchandising leadership at scale retailers |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $1,000,000 annually with guaranteed $100,000 increases in each of the next two years | Effective upon 2025 appointment |
Performance Compensation
| Incentive Type | Metric | Target | Actual/Payout | Vesting/Timing | Key Terms |
|---|---|---|---|---|---|
| Leadership Incentive Program (LIP) | Company financial objectives (historically based on Adjusted Income) | 50% of base salary | Guaranteed payout of target amount for first three years, contingent on continuous service on payment dates | Annual | Committee sets objectives; historical framework uses thresholds/targets; guarantees apply to Chi for first 3 years |
| RSUs | Time‑vested | 20,000 units | N/A | Vests through end of the third fiscal year after start date | Under RH 2023 Stock Incentive Plan; agreement on file |
| Stock Options | Time‑vested | 50,000 shares | N/A | 20% vests on each of the first five anniversaries of 5/30/2025 (i.e., 10,000 on 5/30/2026; 5/30/2027; 5/30/2028; 5/30/2029; 5/30/2030) | Exercise price $181.11; grant date 5/30/2025; expiration 5/29/2035; Non‑qualified option under RH 2023 Plan |
Equity Ownership & Alignment
- Initial equity awards:
- RSUs: 20,000 time‑vested RSUs that vest through the end of the third fiscal year after her start date .
- Options: 50,000 NQ options at $181.11, expiring 5/29/2035; vest 20% annually over five years from 5/30/2025 (see schedule below) .
- Anti‑hedging policy: RH prohibits employees and directors from hedging RH stock via short sales or derivative transactions .
- Executive stock ownership guidelines: Adopted May 2018 for directors and executive officers to further align interests; RH references compliance and disclosure within its proxy statements .
| Grant | Shares/Units | Exercise Price | Grant Date | Vesting Start | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| RSU Award | 20,000 | N/A | 5/15/2025 | N/A | Vests through end of third fiscal year post‑start | N/A |
| Stock Option Award (SI‑3473) | 50,000 | $181.11 | 5/30/2025 | 5/30/2025 | 10,000 on each anniversary 5/30/2026–5/30/2030 | 5/29/2035 |
Employment Terms
- Compensation Protection Agreement (CPA) (effective 5/15/2025): RH entered into a CPA with Chi; she is designated a corporate officer and Section 16 officer .
- Termination without Cause or resignation for Good Reason:
- Salary continuation for 24 months following termination (“Compensation Protection Period”) .
- Company‑paid portion of COBRA premiums for 24 months (earlier if eligible under another employer); subject to tax compliance constraints .
- Continued vesting of Initial Hire Grants (RSUs and options granted at hire) for 24 months post‑termination; post‑termination exercise window for vested options extended to 27 months (or earlier if option term ends) .
- Benefits contingent upon timely execution of a general release; no benefits commence until the release is effective .
- Good Reason definition includes material diminution of authority/duties, material base salary reduction (unless broad executive reductions), relocation beyond 25‑mile radius increasing commute >25 miles, and change so Executive no longer reports to RH’s Chairman & CEO without written consent .
- Conflicting Activities: No engagement in “Conflicting Activities” while receiving protection benefits; compliance with proprietary information obligations .
- Termination without Cause or resignation for Good Reason:
- Clawback: RH adopted a clawback policy in October 2023 requiring recovery of erroneously awarded compensation tied to financial reporting measures for three prior fiscal years .
- Related party transactions: RH disclosed no related party transactions involving Chi since the beginning of the prior fiscal year .
Investment Implications
- Retention and selling pressure: The CPA’s 24‑month continued vesting of Initial Hire Grants and 27‑month option exercise extension materially strengthen retention and reduce near‑term forced selling compared to standard RH compensation protection agreements for other executives (which provide 12 months salary and 12 months COBRA) . The guaranteed LIP target payouts for Chi’s first three years further mitigate near‑term incentive risk and provide predictable cash comp, contingent on continued service .
- Alignment: Back‑end loaded seven‑year equity design is common at RH; Chi’s option strike at $181.11 with multi‑year vesting aligns realized value with shareholder outcomes over time . Anti‑hedging and stock ownership guidelines indicate policy-level alignment with long‑term holders .
- Governance and risk: Section 16 status subjects Chi to prompt insider reporting; exhibits highlight blackout period awareness for trading . No related party transactions disclosed reduce conflict risk ; clawback reduces restatement risk on incentive pay .