Mark Demilio
RHAbout Mark Demilio
Mark S. Demilio (age 69) has served on RH’s Board since September 2009 and is the Lead Independent Director. He is a former CFO of Magellan Health Services (Nasdaq) and has prior experience as General Counsel, a corporate/securities attorney, a financial analyst, and a CPA at Arthur Andersen, giving him deep finance, legal, and governance expertise. He is designated by RH’s Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Health Services, Inc. | Chief Financial Officer; previously General Counsel | Dec 2000–Oct 2008 | Senior leadership at a Nasdaq-listed healthcare company |
| Youth Services International, Inc. | CFO and General Counsel | N/A | Finance and legal leadership |
| Miles & Stockbridge; Piper & Marbury | Attorney (corporate/securities) | N/A | Corporate and securities law experience |
| CareFirst BlueCross BlueShield of Maryland | Financial Analyst | N/A | Financial analysis |
| Arthur Andersen LLP | Certified Public Accountant | N/A | CPA credential; accounting expertise |
| Cosi, Inc. (public) | Director; Interim CEO; Chair of Board; Audit/Comp/NomGov Committee member | Apr 2004–May 2017 | Leadership and committee experience at a public company |
| Nurse Assist (private) | Director; Audit Committee Chair | Jun 2018–Dec 2020 | Audit oversight at medical device manufacturer |
| The Paslin Company (private) | Director; Audit Committee Chair | Feb 2014–Mar 2016 | Audit oversight; automation/manufacturing sector |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| SCP Health (private) | Director; Audit Committee Chair | Sep 2015–Present | Physician staffing and hospitalist services |
| Spinnaker Medical (private SPAC) | Consultant | Jan 2021–Present | Transactional and advisory experience |
Board Governance
- Independence: The Board determined Mr. Demilio is independent under NYSE/SEC rules. He serves as Lead Independent Director.
- Committee assignments: Audit (Chair; audit committee financial expert), Compensation (Member), Nominating & Corporate Governance (Chair).
- Attendance and engagement: In fiscal 2024, all directors and nominees attended at least 75% of eligible Board/committee meetings; committees met Audit: 7x, Compensation: 2x, Nominating & Governance: 2x.
- Lead Independent Director (LID) scope: Coordinates independent directors, presides over executive sessions, facilitates Board–management communication per LID Charter.
Fixed Compensation
Director compensation structure (FY 2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Paid quarterly in advance |
| Lead Independent Director fee | $30,000 | Paid quarterly in advance |
| Committee chair/member retainers | Audit Chair $80,000; Audit Member $25,000; Comp Chair $75,000; Comp Member $20,000; N&CG Chair $25,000; N&CG Member $15,000 | Paid quarterly in advance |
| Annual director equity grant | $125,000 (RS, value at grant) | Vests in full after 1 year |
| Board meeting fees | None | No per-meeting fees |
Mr. Demilio—director pay earned (fiscal 2024):
| Item | Amount |
|---|---|
| Fees Earned (cash retainers) | $290,000 |
| Stock Awards (RS fair value) | $3,984,057 |
| Stock Options (fair value) | $5,826,110 |
| Total | $10,100,167 |
| Other (imputed income for corporate aircraft personal use) | $4,719 |
Performance Compensation
Equity awards and vesting (director awards not tied to company performance metrics; service-based vesting unless noted):
| Grant Date | Security | Shares/Options | Strike Price | Vesting |
|---|---|---|---|---|
| 2024-04-11 | Stock Option | 36,000 | $267.09 | Vests in 6 equal annual installments over 6 years, contingent on continuous LID service [Read: https://www.sec.gov/Archives/edgar/data/1528849/000141588924010787/0001415889-24-010787-index.htm] |
| 2024-04-11 | Restricted Stock | 4,000 | — | 1/8 quarterly beginning April 2024, contingent on continuous LID service |
| 2024-10-17 | Restricted Stock | 8,000 | — | 1/8 quarterly beginning October 2024, contingent on continuous LID service |
| 2020-05-20 | Stock Option | 30,000 | — | Vested pro rata over 5 years; fully vested 2025-05-20 |
| 2016-03-09 | Stock Option | 20,000 | — | Vested pro rata over 5 years; fully vested 2021-03-09 |
Note: RH maintains a Dodd-Frank/NYSE-compliant clawback policy adopted Oct 2, 2023, covering erroneously awarded incentive comp for executive officers upon restatement; while aimed at executives, it strengthens the governance backdrop for compensation oversight.
Other Directorships & Interlocks
- Current public company directorships: None disclosed. Prior public directorship: Cosi, Inc. (through 2017).
- Compensation committee interlocks: RH discloses no interlocks or insider participation on its compensation committee.
Expertise & Qualifications
- Financial reporting and capital structure; audit expertise (designated audit committee financial expert).
- Legal and governance (former General Counsel; corporate/securities attorney).
- Leadership of complex organizations; strategic planning.
Equity Ownership
Beneficial ownership (as of May 16, 2025):
| Holder | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 97,386 | <1% of outstanding shares |
| Family trusts (direct/indirect) | 29,339 | Held by various family trusts established by Mr. Demilio |
| Options exercisable within 60 days | 56,000 | Counted in beneficial ownership |
| RS (scheduled vesting) | 2,000 | Vests in 4 quarterly increments through Apr 11, 2026 |
| RS (scheduled vesting) | 6,000 | Vests in 6 quarterly increments through Oct 17, 2026 |
| RS (annual grant) | 547 | Vests 100% on Jun 27, 2025 |
Outstanding equity positions (at Feb 1, 2025):
| Instrument | Units |
|---|---|
| Unvested restricted stock (aggregate) | 10,047 |
| Unexercised stock options – exercisable | 86,000 |
| Unexercised stock options – unexercisable | 86,000 |
Ownership alignment, pledging/hedging, and guidelines:
- Stock ownership guidelines: Directors must hold stock ≥2x annual cash retainer; RH reports all directors are in compliance.
- Anti-hedging and anti-pledging: Policy prohibits short sales, hedging, and pledging company stock; pre-clearance required for insiders.
Recent insider trading activity (selected Form 4s):
| Date (Txn) | Type | Shares | Price ($) | Post-Ownership | Source |
|---|---|---|---|---|---|
| 2025-09-19 | Sale | 2,000 | 236.1297 | 24,616 | |
| 2025-09-16 | Option Exercise | 20,000 | 38.04 | 32,717 | |
| 2025-09-16 | Tax Withholding (in-kind) | 3,298 | 230.7 | 29,419 | |
| 2025-06-26 | Award (RS) | 670 | 0 | 12,717 | |
| 2024-10-17 | Award (RS) | 8,000 | 0 | 12,047 | |
| 2024-09-18 | Sale | 2,000 | 340.2993 | 10,914 | |
| 2024-09-19 | Sale | 1,000 | 345.0000 | 9,914 | |
| 2024-06-27 | Award (RS) | 547 | 0 | 4,970 | |
| 2024-04-11 | Award (Option) | 36,000 | 267.09 | — | |
| 2024-04-11 | Award (RS) | 4,000 | 0 | 4,423 | |
| 2024-04-09 | Sale | 1,000 | 288.9930 | 11,991 | |
| 2024-04-02 | Sale | 2,000 | 308.2202 | 12,991 |
Related Party & Potential Conflicts
- RH’s related-party policy requires audit committee review and arm’s-length terms; the proxy details application to CEO personal use items (aircraft, RH3 yacht, Guesthouse) with reimbursements. No specific related-party transactions are disclosed for Mr. Demilio in fiscal 2024 beyond standard director compensation.
- Historical disclosure: In fiscal 2021, director/officer merchandise purchases could exceed $120,000; RH disclosed purchases for Mr. Demilio of approximately $434,000 (after team member discounts) that year. While permitted and disclosed, this may be viewed as an optics risk.
Governance & Shareholder Sentiment Signals
- Say-on-Pay approval: ~96% support at the 2024 annual meeting, indicating strong investor alignment on compensation practices.
- Board/committee structure composed solely of independent directors for standing committees; no compensation committee interlocks.
- Policies: Clawback (Rule 10D-1 compliant), anti-hedging/anti-pledging, pre-clearance for trades, stock ownership guidelines (directors at ≥2x retainer; RH reports compliance).
Governance Assessment
Strengths
- Extensive finance, legal, and governance background; designated audit committee financial expert; chairs Audit and Nominating & Governance, and serves as LID—enhancing oversight and independent Board leadership.
- Strong policy framework (clawback; anti-hedging/pledging; ownership guidelines) and high say-on-pay support bolster investor confidence.
Watch items / Red flags
- Outsized director equity awards tied to LID role (2024 total director compensation $10.1M) may raise questions on independence incentives and pay-for-role calibration; investors may scrutinize rationale and vesting conditioning on continued LID service.
- Prior large RH merchandise purchases (2021) by Mr. Demilio, though disclosed and permitted, can be viewed as a related-party optics risk; ensure ongoing audit committee oversight.
- Periodic insider sales in 2024–2025; while common for liquidity and often under 10b5-1, investors monitor for signaling effects.
Overall: Mr. Demilio brings strong audit and governance leadership as LID and committee chair, with clear independence and attendance. Compensation magnitude driven by LID-linked equity deserves continued disclosure and justification to maintain investor confidence.