Karen Boone
About Karen Boone
Karen Boone (51) is an independent director of Rivian Automotive, Inc., serving since August 2020 and as Lead Independent Director since November 2021. She is the Audit Committee Chair and a member of the Compensation Committee, and is designated an “audit committee financial expert.” Boone holds a B.S. in Business Economics from UC Davis and previously served as an Audit Partner at Deloitte & Touche and as President, Chief Financial & Administrative Officer at Restoration Hardware, bringing deep finance, accounting, and leadership credentials to Rivian’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peloton Interactive, Inc. | Interim Co-CEO and Co-President | May 2024 – Jan 2025 | Senior leadership through transition |
| Restoration Hardware, Inc. | President, Chief Financial & Administrative Officer | May 2014 – Aug 2018 | Led finance/admin functions |
| Restoration Hardware, Inc. | Chief Financial Officer | Jun 2012 – May 2014 | CFO leadership |
| Deloitte & Touche LLP | Various roles; most recently Audit Partner | 1996 – 2012 | Public company audit expertise |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Sonos, Inc. | Director | Public | Current board service |
| Peloton Interactive, Inc. | Director | Public | Current board service (also served as Interim Co-CEO) |
| CoreWeave, Inc. | Director | Private | Cloud computing company |
| Various private companies | Director | Private | Current board service |
Board Governance
- Independence: Boone qualifies as “independent” under Nasdaq rules; she presides executive sessions as Lead Independent Director .
- Leadership: Lead Independent Director since Nov 2021; responsibilities include presiding over meetings without the Chair/CEO, approving agendas/schedules, and acting as liaison with management .
- Committee assignments: Audit Committee Chair; Compensation Committee member. Not on Nominating & Governance or Planet & Policy Committees .
- Attendance: The Board met 19 times in 2024; each incumbent director attended at least 75% of board and applicable committee meetings; all directors then serving attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met 6 times; Compensation Committee met 8 times; Nominating & Governance met 4 times; Planet & Policy met 3 times in 2024 .
- Expertise: Boone is designated an audit committee financial expert under SEC and Nasdaq rules .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $110,000 | Actual cash fees in 2024 |
| Stock Awards (grant-date fair value) | $266,948 | Annual award of 24,224 RSUs granted June 2024; vest on one-year anniversary |
| Total 2024 Director Compensation | $376,948 | Sum of cash + stock |
| Program Cash Retainers (Reference) | $50,000 annual; $75,000 Lead Independent Director; $25,000 Audit Chair; $10,000 Compensation member | Directors may elect to receive cash retainers in RSUs |
Performance Compensation
- Rivian does not use performance-based pay for non-employee directors; equity is time-based RSUs intended to align interests with shareholders .
| Equity Grant | Shares | Fair Value | Vesting | Grant Date |
|---|---|---|---|---|
| Annual Director RSU | 24,224 | $266,948 | 100% on one-year anniversary of grant | June 2024 |
Other Directorships & Interlocks
| Counterparty/Relationship | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Amazon (major shareholder; commercial agreements) | EDV supply and AWS services; warrants outstanding | Interlock on Rivian board is Peter Krawiec (Amazon SVP). Boone has no disclosed Amazon affiliation . |
| Volkswagen Group (JV and investment) | JV formation, investment agreement; major holder | Boone has no disclosed Volkswagen affiliation; CFO McDonough sits on JV board . |
- Boone is a party to Rivian’s amended Investors’ Rights Agreement along with other directors and certain investors, which grants customary registration rights; no unique conflict disclosed .
Expertise & Qualifications
- Finance and accounting expertise: Former Deloitte Audit Partner; public company CFO/President; designated audit committee financial expert .
- Governance leadership: Lead Independent Director role and Audit Chair responsibilities .
- Industry breadth: Consumer/retail (RH, Patagonia via fellow directors), technology (Sonos, Peloton, CoreWeave) .
Equity Ownership
| Ownership Detail | Quantity | Percent of Class | Notes |
|---|---|---|---|
| Total Beneficial Ownership (Class A) | 271,537 | * | Less than 1%; includes direct/indirect and derivatives |
| Directly held (Class A) | 57,313 | — | Personal holdings |
| Boone Family Trust (Class A) | 130,000 | — | Indirect ownership via trust |
| Options exercisable (Class A) | 60,000 | — | Currently exercisable options |
| RSUs vesting within 60 days | 24,224 | — | Unsettled RSUs expected to vest |
| Combined Voting Power | — | * | No Class B holdings disclosed for Boone |
| Pledging/Hedging | Prohibited absent Board approval; no approvals as of Apr 29, 2025 | — | Alignment-positive policy |
Governance Assessment
- Strengths: Independent Lead Director with audit chair responsibilities; recognized audit committee financial expert; robust anti-hedging/anti-pledging policy; consistent attendance; director equity grants support alignment .
- Compensation structure: Mix of cash retainers and time-based RSUs; no performance pay—typical for directors; Boone’s 2024 total comp $376,948, with annual RSU grant of 24,224 shares vesting after one year .
- Conflicts/Related-party exposure: No Boone-specific related-party transactions disclosed; broad-company transactions with Amazon and Volkswagen are overseen under board policies (Audit Committee reviews RPTs) .
- Engagement: Executive sessions presided by Boone; board met 19 times in 2024; audit met 6 times—indicating active oversight cadence .
- Risk indicators: No red flags disclosed for Boone (no pledging/hedging, no RPTs, independence affirmed). Note potential time-commitment consideration given multiple external boards, though no attendance shortfall is disclosed .
Say-on-Pay context (for overall governance climate): 2024 say-on-pay received approval by a substantial majority (prior review indicated ~93.8% voting power in favor), and the Compensation Committee uses an independent consultant without conflicts .