Stefan Duban
RHAbout Stefan Duban
Stefan Duban is RH’s Chief Gallery & Customer Officer (age 42) and has served in this role since 2021; he is in his 25th year at RH, having started as a part-time sales associate and progressed through Gallery Leader, VP of Home Delivery, VP & Regional Field Leader, and Chief Gallery Officer roles. He oversees global operations for Galleries, Interior Design, Hospitality, Trade, Contract, Outlet, and Gallery Optimization teams . Over the last five years, RH’s cumulative total shareholder return (TSR) was 100.77% versus 91.01% for the S&P Retail Select index, reflecting shareholder value creation through this period . RH’s executive pay program emphasizes pay-for-performance via Adjusted Income in the annual cash plan and long-dated, back-end-loaded option vesting for long-term alignment .
Company performance (annual; oldest → newest):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($USD) | $2,848,626,000 | $3,758,820,000 | $3,590,477,000 | $3,029,126,000 | $3,180,753,000 |
| EBITDA ($USD) | $582,876,000* | $1,033,282,000* | $843,931,000* | $503,412,000* | $483,897,000* |
Values with asterisks retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| RH | Chief Gallery & Customer Officer | 2021–present | Leads global operations across Galleries, Interior Design, Hospitality, Trade, Contract, Outlet, Gallery Optimization |
| RH | Chief Gallery Officer | Not disclosed | Led RH’s gallery operating platform |
| RH | VP & Regional Field Leader | Not disclosed | Regional leadership across gallery operations |
| RH | VP of Home Delivery | Not disclosed | Oversaw home delivery operations |
| RH | Gallery Leader | Not disclosed | Gallery-level leadership |
| RH | Part-time Sales Associate | Not disclosed | Began RH career in Thousand Oaks, CA |
External Roles
None disclosed in RH’s proxy filings reviewed .
Fixed Compensation
Summary compensation (annual; oldest → newest):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($USD) | $725,000 | $822,642 | $950,000 |
| Non-Equity Incentive Plan Compensation ($USD) | $362,500 | $0 | $0 |
| Option Awards ($USD grant-date fair value) | $0 | $3,162,432 | $3,350,560 |
| All Other Compensation ($USD) | $12,000 | $12,000 | $12,000 |
| Total ($USD) | $1,099,500 | $3,997,074 | $4,312,560 |
Bonus targets under the Leadership Incentive Program (LIP) for FY 2024:
| Achievement Level | Stefan Duban Target Bonus (% of eligible salary) |
|---|---|
| 20% Achievement | 10% |
| 100% Achievement | 50% |
| 200% Achievement | 100% |
Actual FY 2024 bonus payout was 0% as the Company did not meet the LIP threshold; Duban received $0 .
Perquisites: Car allowance of $12,000 in FY 2024 .
Performance Compensation
Annual cash incentive (LIP) – FY 2024 design and outcome:
| Item | Detail |
|---|---|
| Performance metric | Adjusted Income (defined as consolidated operating income adjusted for certain non-recurring/other items; not adjusted for D&A) |
| Weighting | Enterprise-wide corporate objectives; not based on individual performance |
| Target definition | 100% Achievement Level of Adjusted Income |
| Threshold/Max | 20% Achievement Level pays 20% of target; 200% Achievement Level pays 200% of target |
| FY 2024 actual | Below threshold; payout set at 0% |
| Payout to Duban | $0 |
| Payment timing | Annual cash incentive (no deferral) |
Long-term equity incentives (options) – outstanding as of FY 2024 year-end:
| Grant Date | Exercise Price ($) | Exercisable (#) | Unexercisable (#) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 6/22/2018 | $151.35 | 6,250 | — | Not specified in footnote | 6/22/2028 |
| 4/28/2020 | $154.82 | 18,000 | 22,000 | 15% in year 5; 20% in years 6–7 (annual anniversaries) | 4/28/2030 |
| 6/8/2023 | $264.27 | 2,000 | 18,000 | 10% in years 2–3; 15% in years 4–5; 20% in years 6–7 (annual anniversaries) | 6/8/2033 |
| 4/11/2024 | $267.09 | — | 20,000 | 10% in years 1–3; 15% in years 4–5; 20% in years 6–7 (annual anniversaries) | 4/10/2034 |
Award values (grant-date fair value): FY 2024 option award $3,350,560; 20,000 options granted at $267.09 .
Program design notes:
- RH favors stock options over “full-value” RSUs to align with shareholder value creation; most awards carry seven-year, back-end-loaded vesting to drive long-term retention and performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 36,328 shares (<1%) as of May 16, 2025 |
| Shares outstanding basis | 18,732,450 shares outstanding as of May 16, 2025 |
| Exercisable options (within 60 days) | 36,250 shares issuable upon exercise within 60 days of May 16, 2025 |
| Outstanding options (FY 2024 YE) | 26,250 exercisable; 80,000 unexercisable |
| Stock ownership guidelines | Senior executive officers: ≥2× annual base salary; compliance confirmed for all senior executives |
| Hedging/pledging | Short sales, hedging, derivatives, and pledging of Company stock prohibited; trading pre-clearance required for VPs and above |
| Trading plan policy | 10b5‑1 trading plans allowed, subject to pre-clearance; disclosed on Form 4 where applicable |
Employment Terms
Compensation Protection Agreement (entered March 1, 2023) provides severance protection and restrictive covenants:
| Provision | Detail |
|---|---|
| Trigger | Termination without cause or resignation for good reason |
| Cash severance | 12 months base salary, paid on regular payroll schedule (Duban: $950,000) |
| Bonus treatment | Earned/unpaid prior year bonus; prorated current-year bonus at midpoint based on actual Company performance (if prior year paid or none) |
| COBRA/benefits | Company-paid portion of COBRA premiums for 12 months at active rate (Duban: estimated $22,902 health benefits) |
| Non-compete | During employment, cannot work for/engage/invest in any competitor |
| Non-solicit | During employment and 12 months post-employment, cannot solicit material customers/suppliers or encourage reductions in business with RH |
| Cooperation | Cooperation in defense of post-termination third‑party actions related to employment |
| Tax gross‑ups | None; change‑in‑control payments subject to “cutback” to avoid excise tax |
| Change‑in‑control | No single‑trigger benefits; general policy avoids acceleration of vesting |
Potential payments (illustrative, as of FY 2024 end for termination without cause/resign with good reason):
| Item | Amount |
|---|---|
| Salary continuation | $950,000 |
| Bonus | $0 |
| Health coverage benefits | $22,902 |
| Total | $972,902 |
Clawback policy: Adopted October 2, 2023 per SEC Rule 10D‑1/NYSE; Company must recover erroneously awarded incentive compensation received by current/former executive officers during the prior three fiscal years if a restatement is required .
Insider Transactions & Vesting Pressure
- On September 19, 2024, Duban exercised options and sold 4,285 RH shares at an average price of ~$346.37, for ~$1.48 million; post‑sale holdings were 78 shares of common stock; option exercises totaled $279,251 across strikes from $25.39 to $101.25 .
Insider trading policies:
- Blackout periods and pre‑clearance requirements; 10b5‑1 plans permitted and pre‑cleared; anti‑hedging/anti‑pledging explicitly prohibited .
Investment Implications
- Strong equity alignment via long-duration, back-end-loaded options underpins retention; seven-year schedules and back‑loaded vesting reduce near-term sell pressure and incentivize long-term value creation .
- Pay-for-performance discipline: LIP tied to Adjusted Income paid 0% in FY 2024; discretionary bonuses were not used, reinforcing alignment with enterprise outcomes .
- Ownership/insider signals: Duban’s low direct post‑sale holdings (78 shares) alongside material unexercised options and upcoming vesting tranches point to potential future liquidity events timed around vest anniversaries, subject to policy pre‑clearance and blackout periods .
- Governance protections: No single‑trigger change‑in‑control, no tax gross‑ups, and a compliant stock ownership guideline reduce shareholder‑unfriendly risks and support alignment; clawback policy adds downside accountability .
Notes: EBITDA values marked with asterisks are retrieved from S&P Global.