Rose Marcario
About Rose Marcario
Rose Marcario (age 60) is an independent Class II director at Rivian, serving since January 2021. She was previously President and CEO of Patagonia (2013–2020), and earlier CFO/COO at Patagonia (2008–2013). Her background includes CFO roles at General Magic and Vice President of Global Finance & Treasury at International Rectifier; she holds a BSc in Business and Finance (SUNY Albany) and an MBA (CSU Dominguez Hills) . She is currently Chair of Rivian’s Planet & Policy Committee and serves on its Nominating & Governance Committee; she meets Nasdaq independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patagonia, Inc. | President & CEO | May 2013–June 2020 | Led mission-driven strategy; governance context relevant to sustainability oversight |
| Patagonia, Inc. | CFO and COO | 2008–2013 | Finance and operations leadership; scaling controls/processes |
| General Magic | CFO | Not disclosed | Technology sector finance leadership |
| International Rectifier, Inc. | VP Global Finance & Treasury | Not disclosed | Semiconductor finance/treasury oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meati, Inc. (private) | Director | Current | Plant-based food; private company directorship |
Board Governance
- Committee assignments (as of Apr 23, 2025): Chair, Planet & Policy; Member, Nominating & Governance .
- Independence: Board determined Marcario and other directors qualify as “independent” under Nasdaq rules .
- Attendance: Board met 19 times in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Planet & Policy met 3 times; Nominating & Governance met 4 times in 2024 .
- Lead Independent Director and executive sessions: Independent directors meet in regular executive sessions led by Lead Independent Director Karen Boone .
Fixed Compensation
| Element | Amount | Details |
|---|---|---|
| Fees earned or paid in cash (2024) | $80,048 | Includes RSUs granted in lieu of cash at director’s election |
| Stock awards (2024) | $276,295 | Annual RSU grant; 24,224 RSUs granted in June 2024 vest on one-year anniversary |
| Total (2024) | $356,343 | Sum of cash/fees and stock awards |
Director compensation program benchmarks:
| Compensation Element | Per Year |
|---|---|
| Annual Cash Retainer | $50,000 |
| Lead Independent Director Retainer | $75,000 |
| Audit Committee | $25,000 Chair; $12,500 member |
| Compensation Committee | $20,000 Chair; $10,000 member |
| Nominating & Governance Committee | $15,000 Chair; $7,500 member |
| Planet & Policy Committee | $25,000 Chair; $7,500 member |
Notes:
- Directors may elect to receive annual cash retainers as fully vested RSUs; RSUs granted in lieu of cash are valued using the average closing price over the preceding month and are fully vested on grant, with option to defer settlement . Marcario’s 2024 fees include RSUs granted in lieu of cash at her election .
Performance Compensation
| Metric Category | Status | Notes |
|---|---|---|
| Director equity performance metrics | Not applicable | Non-employee director RSUs vest time-based; no disclosed performance metrics for director pay. RSU awards accelerate on change of control |
Other Directorships & Interlocks
| Entity | Relationship | Governance Consideration |
|---|---|---|
| Amazon.com NV Investment Holdings LLC | 14.2% Class A holder; major commercial partner (EDV program) | Board includes Amazon SVP Peter Krawiec; he disclaims beneficial ownership of Amazon’s holdings but is an Amazon executive, which Audit Committee oversees via related-party policy |
| Volkswagen Group | ~8.4% holder; JV partner; staged equity investments contingent on milestones | Potential dilution/change-of-control thresholds subject to shareholder approvals; voting/ownership limits structured in Investment Agreement |
Expertise & Qualifications
- Finance and operations: Former CFO/COO and CEO with multi-industry exposure (retail, tech, semiconductors) .
- Sustainability and ESG: Patagonia leadership aligns with Chair role on Planet & Policy Committee overseeing environmental, social responsibility, and public policy matters .
- Education: BSc Business & Finance (SUNY Albany); MBA (CSU Dominguez Hills) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 168,782 shares | Less than 1% of outstanding; per Security Ownership table (as of Apr 23, 2025) |
| Unvested RSUs outstanding | 24,224 | As of Dec 31, 2024 |
| Options outstanding | 60,000 | As of Dec 31, 2024 |
| Vested but deferred RSUs | 38,419 | As of Dec 31, 2024 |
| Hedging/pledging | Prohibited absent Board approval; none approved as of Apr 29, 2025 |
Governance Assessment
- Alignment and independence: Marcario is Nasdaq-independent, chairs ESG oversight, and demonstrates attendance compliance; her election to receive RSUs for fees and deferred RSUs indicates equity alignment without performance-linked director pay, typical for governance best practices .
- Committee effectiveness: As Chair of Planet & Policy, she oversees sustainability, human rights, and public policy disclosure and implementation; combined with Nominating & Governance membership, she contributes to board refreshment and governance guideline stewardship .
- Related-party/conflict controls: Audit Committee reviews related person transactions under a formal policy; material relationships exist with Amazon (EDV sales $1,040M in 2024; AWS services $94M) and VW (JV and staged investments), but no Marcario-specific related-party transactions are disclosed. Anti-hedging/pledging policy and clawback policy enhance controls; clawback applies to executive officers, not specifically to directors .
- Signals and risks:
- Positive signals: Independent status; ESG leadership; equity retainer election; structured related-party oversight; regular executive sessions led by a strong Lead Independent Director .
- Watch items: Board-level interlocks/major relationships with Amazon and VW warrant continued Audit Committee oversight; potential dilution/change-of-control mechanics from VW investment could affect governance balance, though protective thresholds and voting agreements are disclosed .
- Attendance threshold met across incumbents; no low attendance red flags disclosed .
Director Compensation Mix and Ownership Alignment
- 2024 non-employee director compensation tilted toward equity via annual RSU grants and optional RSU election for cash retainers; Marcario’s stock awards were $276,295 with 24,224 RSUs, supporting alignment. RSUs time-based and accelerate on change of control; options outstanding further align incentives although not performance-based .
- No pledging/hedging and presence of executive clawback policy provide additional investor protection; say-on-pay for NEOs received broad support (93.8% voting power in favor in 2024), indicating general shareholder confidence in compensation governance, though directed at executives rather than directors .
RED FLAGS
- None disclosed specific to Marcario: no related-party transactions, pledging, or hedging; attendance meets threshold; director compensation appears standard. Board-level major partner interlocks (Amazon, VW) are governance watch items but are subject to formal oversight and disclosed constraints .