Jesse Timmermans
Revolve GroupAbout Jesse Timmermans
Jesse Timmermans, 48, has served as Revolve Group’s Chief Financial Officer since January 2017. He holds a B.S. in accounting from Central Washington University and previously served as CFO of Jobalign and as VP of Finance & Controller at Blue Nile . Company performance used to measure his 2024 pay included Net Sales Growth of 5.7% and Adjusted EBITDA Growth of 60.1% (vs. targets of 4.0% and 41.0%), while Revolve reported 2024 net income of $48.8m and Adjusted EBITDA of $69.5m; Revolve’s 2024 TSR (value of $100 invested) was $182.41 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jobalign | Chief Financial Officer | Jun 2014 – Jan 2017 | — |
| Blue Nile | VP Finance & Controller (and finance roles since 2004) | Jul 2004 – Jun 2014 | — |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Operation Open Water (non-profit) | Board of Directors | Since Mar 2024 | Governance role |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 561,313 | 487,335 | 486,000 |
| Bonus ($) | — | — | 50,000 (discretionary uplift component) |
| Stock Awards ($) | 199,992 | 199,997 | — |
| Option Awards ($) | 2,000,159 | 1,199,997 | — |
| Non-Equity Incentive Compensation ($) | — | — | 310,393 |
| All Other Compensation ($) | 30,525 | 29,402 | 32,412 |
| Total Compensation ($) | 2,791,989 | 1,916,731 | 878,805 |
Notes:
- 2024 bonus was paid 100% in fully vested RSUs: 13,569 RSUs granted on March 1, 2025 (value $360,400, including $50,000 discretionary increase) .
Performance Compensation
Annual Bonus Design and Results (2024)
| Metric | Weight | Target | Actual | Payout (Weighted %) |
|---|---|---|---|---|
| Net Sales Growth (%) | 50% | 4.0 | 5.7 | 134.0 |
| Adjusted EBITDA Growth (%) | 50% | 41.0 | 60.1 | 176.4 |
| Discretionary Adjustment | — | — | — | Overall payout lifted to 180.2% |
Award Vehicle and Vesting:
- 2024 annual bonus paid entirely as fully vested RSUs (13,569 units granted Mar 1, 2025; immediately vested and settled) .
Performance Metric Definitions:
- Net Sales Growth and Adjusted EBITDA Growth defined per Compensation Discussion and Analysis; Adjusted EBITDA excludes equity-based compensation and certain non-routine items .
Equity Awards and Vesting Schedules (Outstanding as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 4/13/2020 | — | 9,500 | 10.32 | 4/13/2030 | 20% annually over 5 years (time-based) |
| 3/8/2021 | 15,526 | 10,352 | 46.86 | 3/8/2031 | 20% annually over 5 years (time-based) |
| 3/1/2022 | 35,044 | 52,567 | 45.65 | 3/1/2032 | 20% annually over 5 years (time-based) |
| 9/15/2023 | — | 47,128 | 13.05 | 9/15/2033 | 20% annually over 5 years (time-based) |
| 9/15/2023 (Performance Option) | — | 117,820 | 13.05 | 9/15/2033 | 25% vests at each 4-quarter Adjusted EBITDA milestone: $100m, $125m, $150m, $175m (double-trigger vesting on qualifying terminations/change-in-control) |
Option Exercise Activity (2024):
- Shares acquired on exercise: 91,625; value realized: $1,931,269 (shares × closing price on exercise date) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 84,878 Class A shares (includes 11,610 Class A shares owned and options to purchase 73,268 shares exercisable within 60 days of Apr 11, 2025); <1% of outstanding; no Class B holdings |
| Shares Outstanding (Record Date) | Class A: 40,390,960; Class B: 30,918,796 (for % calculations; company reports <1% for individual holders) |
| Hedging/Pledging | Company insider trading policy prohibits hedging and certain types of pledging (e.g., margin accounts or collateralized loans) |
| Stock Ownership Guidelines | Not disclosed for executives in the proxy (director ownership policies addressed at committee level) |
Employment Terms
| Provision | Term |
|---|---|
| Employment Agreement | At-will; agreement dated Sept 2018 |
| Target Bonus (2024) | $200,000 |
| Pro-rated Bonus Protection | If terminated without cause during performance period and before bonus payout, pro-rated actual bonus payable |
| Change-in-Control Protection | Double-trigger: if terminated without cause or resigns for good reason within 3 months before to 6 months after CoC: 6 months base salary, lump-sum COBRA equivalent for 6 months, 100% acceleration of equity; performance awards deemed achieved at greater of actual or 100% target unless award specifies otherwise; no tax gross-up (280G cutback provision applies) |
| Clawback | Non-discretionary recovery of excess incentive-based compensation upon accounting restatement (SEC/NYSE-compliant) |
| Benefits | Broad-based plans; 401(k) matching up to 50% of first 12% of eligible comp; no pension/SERP |
| Hedging/Pledging Policy | Hedging and certain pledging prohibited |
Potential Payments (as of Dec 31, 2024):
| Scenario | Base Salary ($) | Bonus ($) | Stock Options ($) | Continued Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| No CoC – Termination Without Cause | — | 310,393 | — | — | 310,393 |
| CoC – Termination Without Cause or Resignation for Good Reason | 243,000 | 310,393 | 3,591,652 | 15,371 | 4,160,416 |
Compensation Structure Notes
- 2024 design emphasized at-risk pay; annual bonus tied to Net Sales Growth and Adjusted EBITDA Growth (50/50 weighting), paid 100% in fully vested RSUs; no new executive equity grants in 2024 besides RSUs as bonus payment .
- Hedging/pledging prohibited; no golden parachute tax gross-ups; no special executive-only benefits; strong clawback policy .
- Say-on-pay support: ~99% approval at 2024 annual meeting; committee maintained similar framework for 2024 .
Compensation Peer Group (for benchmarking context)
- 2024 peer set included Stitch Fix, Nordstrom, AKA Brands, LuLu’s Fashion Lounge, Urban Outfitters, RealReal, Crocs, Buckle, Duluth, Boot Barn, Tilly’s, e.l.f. Beauty, Etsy, Five Below, Floor & Décor, J. Jill, Lands’ End, Shutterstock, Yelp, Oxford Industries (committee uses peer data for reference; no strict percentile target disclosed) .
Related Party Transactions & Governance
- No related party transactions >$120,000 involving executives/directors in the last fiscal year (comp arrangements excluded) .
- Insider trading policy and governance guidelines in place; CFO also designated as proxy holder and inspector of election for the 2025 annual meeting alongside the General Counsel .
Investment Implications
- Pay-for-performance alignment: 2024 bonus metrics drove 180.2% payout and were paid entirely in fully vested RSUs, providing immediate liquidity yet retaining equity-linked exposure if held .
- Near-term supply considerations: 13,569 fully vested RSUs (Mar 1, 2025) and significant 2024 option exercises ($1.93m value) can translate to potential selling pressure depending on personal liquidity decisions and trading windows; hedging/pledging restrictions limit misalignment tactics .
- Long-term alignment: Large unvested and performance-based option overhang, with vesting tied to multi-quarter Adjusted EBITDA milestones ($100m to $175m), aligns incentives toward sustained profitability; double-trigger acceleration supports retention through strategic events .
- Change-in-control economics: Severance is modest (six months base + COBRA) with equity acceleration only upon double-trigger, balancing retention and cost discipline; absence of tax gross-ups reduces shareholder-unfriendly features .
- Governance sentiment: Strong say-on-pay (~99%) suggests shareholder confidence in compensation design; peer benchmarking used but no ratcheting to high-percentile targets disclosed .