Melanie Cox

About Melanie Cox

Independent director at Revolve Group, Inc. since July 2020; serves as Lead Independent Director, Compensation Committee Chair, and Audit Committee member. Age 65; completed coursework in American Studies at the University of Texas at Austin. Tenure on RVLV board: 5+ years as of the 2025 proxy. Background spans CEO roles in retail/e-commerce, private equity advisory, and interim leadership assignments.

Past Roles

External Roles

Board Governance

• Current RVLV board composition: five members; Cox is Lead Independent Director; committees: Audit (member), Compensation (Chair), Nominating (chaired by CEO/Co-founder; controlled company exemption applies).
• Independence: Board determined Cox is independent under NYSE and SEC rules; she meets committee independence standards for Audit and Compensation.
• Executive sessions: Independent directors meet without management; sessions are chaired by Cox.
• Attendance: Board met 4 times in 2024; no director attended fewer than 75% of board and committee meetings.
• Controlled company status: MMMK Development (co-founders) controls ~89% voting power; RVLV relies on NYSE controlled-company exemptions (e.g., nominating committee not fully independent).

Fixed Compensation (Director)

• Outside director cash policy: $50k board; $7.5k audit member; $10k comp chair; $7.5k nominating chair; $3.75k nominating member. Paid quarterly.
• Director equity policy: Annual RSUs ~$100k grant-date value; vest by next AGM or 1-year anniversary; full vest on change-in-control; initial grants $50k–$100k depending on timing.

Performance Compensation (Director)

• Structure: Annual RSU grants time-based; no performance metrics disclosed for director equity (RSUs vest on time schedule, not tied to financial KPIs).
• 2024 grant detail: RSUs covering 5,567 Class A shares scheduled to vest the day prior to the 2025 annual meeting, subject to continued service.

Other Directorships & Interlocks

• Compensation Committee interlocks: None disclosed; no RVLV executive served on boards/committees of entities with executives on RVLV’s compensation committee.
• Related party transactions: None >$120,000 involving directors in FY2024; policy requires audit committee pre-approval of related-party transactions.

Expertise & Qualifications

• Retail/e-commerce CEO experience (Backcountry; Wet Seal on behalf of Versa; interim roles at rue21, American Laser Skincare), and executive roles at Urban Outfitters, Gymboree, Scoop NYC; broad operating and merchandising pedigree.
• Private equity advisory and diligence (MBC Consulting; Versa Capital); deep restructuring/turnaround exposure.
• Public company board experience (Duckhorn Portfolio); regional Federal Reserve branch governance expertise.
• Education: Completed coursework in American Studies at the University of Texas at Austin.

Equity Ownership

• Voting power: Less than 1% of total voting power (co-founders control via Class B).
• Hedging/pledging: RVLV policy prohibits hedging and certain types of pledging by directors. No pledging disclosed for Cox.
• Director stock ownership guidelines: Nominating committee may consider director ownership policies; specific guideline multiples or compliance status not disclosed.

Governance Assessment

• Board roles and independence: As Lead Independent Director and Compensation Chair, Cox anchors independent oversight of pay, risk, and executive sessions—material for board effectiveness in a controlled company.
• Attendance and engagement: Company reports no director fell below 75% attendance in 2024; Cox sits on two active committees (Audit and Compensation), indicating ongoing engagement.
• Pay alignment signals: Director compensation is balanced (cash + time-vested RSUs) with standard annual ~$100k equity, aligning director interests with shareholders without performance targets that could distort oversight.
• Compensation committee practices: Independent committee chaired by Cox; periodic use of consultants (Compensia for outside director framework; no external consultant engaged for 2024 executive review), with clawback policy in place.
• Say-on-Pay support: 2024 say-on-pay received ~99% approval, reflecting investor confidence in compensation governance under Cox’s committee leadership.
• Related-party oversight: Audit committee reviews related-party transactions; none >$120k in FY2024, reducing conflict risk.

Risk Indicators & Red Flags

• Controlled company exemption reduces certain governance protections (e.g., non-independent nominating committee), making robust independent leadership (Cox’s roles) crucial.
• Prior association with Chapter 11 filings (rue21, Wet Seal) may attract scrutiny; context indicates turnaround engagements in distressed retail.
• No disclosed director performance-based equity metrics (neutral/positive for governance independence); no hedging/pledging allowed (alignment positive).

Overall Implications

• Cox’s deep retail and PE restructuring expertise strengthens compensation oversight and risk management in a founder-controlled structure; committee leadership and independent sessions are positives for investor confidence.
• Lack of related-party transactions and strong say-on-pay support mitigate conflict concerns; prior bankruptcy-linked roles warrant monitoring but are consistent with turnaround credentials.