Michael Mente

About Michael Mente

Michael Mente is Co-Founder, Co‑Chief Executive Officer, and Director of Revolve Group, Inc., serving since inception (2003). He holds a B.S. in Business Administration from the University of Southern California and previously worked as an analyst at NextStrat (2001–2002) . Age: 44 . Under his leadership, Revolve delivered FY2024 net sales of $1.13B (+6% YoY), Adjusted EBITDA of $69.5M (+60% YoY), and diluted EPS +82% YoY; Q4 2024 showed double-digit net sales growth and 114% YoY Adjusted EBITDA growth . The company’s pay-versus-performance table shows total shareholder return value of $182.41 for 2024 alongside net income of $48.8M and Adjusted EBITDA of $69.5M .

Past Roles

External Roles

Fixed Compensation

Notes:

• 2024 base salary approved at $450,000 ; no equity grants to executive officers in 2024 (other than fully vested RSUs paid to CFO for bonus) .
• All other compensation comprises excess healthcare premium costs .

Performance Compensation

Program design and governance:

• Executive incentive plan used revenue and EBITDA growth metrics broadly; in 2024, Mente’s bonus was tied solely to Adjusted EBITDA .
• Company-wide 2024 bonus plan measures for other NEOs included Net Sales Growth and Adjusted EBITDA Growth with linear interpolation between thresholds and maximums .

Risk controls and alignment:

• Clawback policy (SEC/NYSE compliant) for non‑discretionary recovery of excess incentive-based compensation upon restatement .
• Hedging prohibited; certain pledging (margin accounts/loan collateral) prohibited under insider trading policy .

Equity Ownership & Alignment

Additional ownership context:

• MMMK Development, controlled by co‑founders, holds 99.9% of Class B; co‑founders collectively controlled ~89% of total voting power at record date .
• Executive officers collectively own ~44% of common stock, aligning management and shareholder interests .

Stock ownership guidelines:

• Committee may consider director ownership policies; specific executive ownership guidelines not disclosed; skip if not disclosed .

Employment Terms

Board Governance and Director Service

• Role: Director since inception; member of the Nominating and Corporate Governance Committee (committee chaired by Co‑CEO/Chair Mike Karanikolas) .
• Independence: Not independent (executive); company is a “controlled company” under NYSE rules and uses exemptions (e.g., nominating committee not fully independent) .
• Lead Independent Director: Melanie Cox; independent executive sessions chaired by Cox .
• Committee Structure: Audit (all independent; chair Jennifer Baxter Moser), Compensation (all independent; chair Melanie Cox), Nominating & Governance (Karanikolas—chair; Mente—member) .
• Board Meetings: Four in FY2024; no director attended fewer than 75% of meetings/committees .
• Director Compensation: Employee directors (including Mente) do not receive director fees; non‑employee director compensation disclosed separately .

Compensation Committee Analysis

• Philosophy: Mix of base, annual incentive, and longer-term equity (primarily stock options with time-based or performance vesting); significant at‑risk pay .
• Process: Annual review vs. peer data; considers company performance, role scope, individual performance, internal parity; 2024 base salaries unchanged; bonuses designed around Net Sales/Adjusted EBITDA growth and Adjusted EBITDA .
• Consultant: No external compensation consultant engaged for 2024 .
• Risk Oversight: Compensation risk review concluded programs are not reasonably likely to have material adverse effect; clawback, hedging/pledging prohibitions in place .

Compensation Peer Group (used for 2024 decisions)

Peer group refined in 2023 to align with competitive position: 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 .

Say‑on‑Pay & Shareholder Feedback

Say‑on‑Pay support at 2024 annual meeting was approximately 99%; committee considered strong support in reviewing the program .

Related Party Transactions and Policies

No related party transactions >$120,000 reported; formal policy requires audit committee approval/ratification of related party transactions; exemptions and review criteria specified .

Equity Plan Supply and Repurchases (context for selling pressure)

• As of 12/31/2024: 4.74M securities to be issued upon exercise; 10.32M shares available (2019 Plan + ESPP); weighted-average option exercise price $16.23; board did not increase 2019 Plan share reserve on Jan 1, 2025 .
• FY2024: company repurchased 767,198 Class A shares at average $15.35; $57.6M remained under $100M program at year-end .
• Registration rights: Holders of Class B have registration rights for Class A upon conversion, subject to conditions .

Investment Implications

• Alignment: Mente’s substantial voting control via Class B (88.5% voting power) and executive team’s ~44% ownership align incentives with long‑term value creation; hedging/pledging bans and clawback strengthen governance .
• Pay-for-performance: 2024 bonus tied to Adjusted EBITDA did not pay out (actual $69.5M vs $70M target), indicating adherence to targets; risk of future discretionary shifts should be monitored via proxy updates .
• Retention/Change-in-Control: Double-trigger CIC benefits are modest (6 months base + COBRA) with full equity acceleration; no gross-ups—manageable shareholder cost in M&A scenarios .
• Execution Track Record: FY2024 showed improved profitability metrics and Q4 momentum; note continued optimization and AI initiatives; monitor FWRD softness (FY2024 −3% net sales) and working capital cash flow headwinds .
• Governance Risk: Controlled company status and dual executive roles on the nominating committee reduce traditional independence safeguards; presence of lead independent director and fully independent audit/comp committees partially mitigates .

All citations: