Mike Karanikolas
Revolve GroupAbout Mike Karanikolas
Co‑founder, Co‑CEO, and Chair of the Board of Revolve Group, Inc. (RVLV); age 46, B.S. in Engineering from Virginia Tech; previously a software engineer at NextStrat (2000–2002) . He has served as director since inception and is chair of the Nominating & Corporate Governance Committee, with Melanie Cox serving as Lead Independent Director, under a controlled company structure on the NYSE . Revolve delivered 2024 net sales growth of 6%, Adjusted EBITDA growth of 60%, and net income growth of 73%; Q4 2024 grew net sales 14% with Adjusted EBITDA up 114% YoY . Pay‑versus‑performance TSR for 2024 implies $182.41 on a $100 initial investment versus $188.41 for the S&P Retail Select Industry Index; Adjusted EBITDA was $69.5 million in 2024 . Messrs. Karanikolas and Mente (through MMMK Development) collectively controlled approximately 89% of voting power as of the 2025 record date, shaping governance dynamics and compensation oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextStrat | Software Engineer | 2000–2002 | Technology background pre‑Revolve |
| Revolve Group, Inc. | Co‑Founder; Co‑CEO; Director (Chair) | 2003–present | Co‑founded and leads next‑gen fashion e‑commerce platform |
External Roles
- No other public company directorships disclosed for Mr. Karanikolas in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 451,236 | 451,236 | 450,000 |
| Target Annual Bonus ($) | 500,000 | 500,000 | 500,000 |
| Actual Annual Bonus ($) | — | — | — (Adjusted EBITDA target not met) |
| Stock/Option Awards Reported ($) | 499,959 stock awards | 499,978 stock awards | — |
Notes:
- 2024 base salaries unchanged vs 2023; 2024 non‑equity bonus paid in fully vested RSUs applied only to CFO; Messrs. Karanikolas and Mente did not receive 2024 bonuses .
- Executive benefits are broadly consistent with company‑wide programs; no pension/SERP; no tax gross‑ups .
Performance Compensation
- 2024 CEO bonus construct: 100% tied to achieving at least $70 million Adjusted EBITDA (binary payout); target not achieved; payout $0 .
| 2024 Annual Incentive (CEO) | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 100% | ≥ $70 million | Below threshold (Company Adj. EBITDA $69.5m) | 0% |
Program design highlights:
- For 2024, the Compensation Committee retained flexibility to settle earned bonuses in cash or equity; elected fully vested RSUs for applicable bonuses (CFO only) to balance retention/liquidity; no CEO bonus earned .
- Long‑term equity: primary vehicle is stock options with 5‑year equal annual vesting; no 2024 CEO equity grant; committee emphasized retention and pay‑for‑performance balance .
Equity Ownership & Alignment
| Holder | Class A Shares | Class B Shares | % Voting Power | Notes |
|---|---|---|---|---|
| Mike Karanikolas | 123,000 | 30,883,465 via MMMK Development (shared with M. Mente) | 88.4% (individual table entry) | Co‑founders and MMMK collectively controlled ~89% of total voting power at record date . |
| Options/RSUs Outstanding (Mike) | — | — | — | No outstanding options listed as of 12/31/2024; no 2024 equity grant to Mike . |
| Hedging/Pledging | — | — | — | Hedging prohibited; certain types of pledging prohibited by insider trading policy . |
Implications:
- Extremely high insider voting control aligns leadership with long‑term equity value but introduces governance concentration risks (controlled company) .
- With no listed outstanding CEO equity awards at year‑end 2024 and no 2024 CEO equity grant, near‑term scheduled vesting‑driven selling pressure from the CEO appears limited based on the proxy’s award tables; monitor future grants/Forms 4 for changes .
Employment Terms
| Term | Detail |
|---|---|
| Employment | At‑will; agreement dated Sept 2018 . |
| Base/Target (2024) | Base $450,000; Target bonus $500,000 . |
| CIC/Severance (Double Trigger; within 3 months before to 6 months after CIC) | Lump‑sum 6 months base salary; lump‑sum COBRA equivalent for 6 months; 100% vesting acceleration of all equity; performance awards vest at greater of actual or target, subject to release/return of property/resignations . |
| 280G | Best‑net cutback (no excise tax gross‑up) . |
| Clawback | Non‑discretionary Dodd‑Frank compliant recovery for excess incentive‑based comp on restatement; SEC/NYSE aligned . |
| Hedging/Pledging | Hedging prohibited; certain pledging prohibited . |
Board Governance
- Role: Chair of the Board and Chair of Nominating & Corporate Governance Committee; dual Co‑CEO/Chair structure balanced by a Lead Independent Director (Melanie Cox) .
- Controlled company: Reliance on NYSE controlled company exemptions (e.g., nom/gov not fully independent) .
- Committee independence: Audit and Compensation Committees composed of independent directors; Audit chair is designated financial expert .
- Board activity: Four meetings in FY2024; all directors ≥75% attendance; independent executive sessions chaired by Lead Independent Director .
Director Compensation (as relevant to Mike)
- Employee directors (including Mr. Karanikolas) do not receive non‑employee director fees; CEO pay is reported in executive compensation tables .
Company Performance Context (for pay‑for‑performance lens)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Sales ($000s) | 1,068,719 | 1,129,911 |
| Gross Profit ($000s) | 554,199 | 593,273 |
| Net Income ($000s) | 28,147 | 48,771 |
| Adjusted EBITDA ($000s) | 43,409 | 69,516 |
| TSR (Value of $100) | 90.31 | 182.41 |
Q4 2024 highlights: Net sales +14% YoY to $293.7m; gross margin 52.5%; net income $11.8m; Adj. EBITDA $18.3m; broad‑based strength across segments/geographies per co‑CEO commentary .
Compensation Committee, Peer Group, and Say‑on‑Pay
- 2024 say‑on‑pay support: ~99% approval; committee viewed outcome as endorsement of program design .
- 2024 peer group (set in 4Q23 for 2024 decisions): Stitch Fix, Nordstrom, AKA Brands, Lulu’s Fashion Lounge, Urban Outfitters, The 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 .
- Program features: significant at‑risk pay; no special benefits; no pension/SERP; no golden parachute gross‑ups; clawback in place; hedging/pledging prohibitions .
Risk Indicators & Red Flags
- Controlled company with >50% voting power through MMMK; co‑CEOs can determine outcomes of stockholder votes (≈89% voting power at record date) .
- Dual role (Co‑CEO + Chair) mitigated by Lead Independent Director and independent audit/comp committees .
- No related‑party transactions disclosed in the most recent year; formal related‑party policy in place .
- No hedging; limited pledging permitted; clawback policy active .
- No tax gross‑ups; CIC is double‑trigger with best‑net cutback .
Employment & Contracts (Retention/Transition)
- At‑will with defined CIC/severance protections (6 months base + benefits; full acceleration) that align incentives during strategic alternatives while avoiding single‑trigger windfalls .
- No explicit public disclosure of non‑compete/non‑solicit/garden leave terms in the proxy sections reviewed .
Equity Supply/Vesting and Insider Selling Pressure
- No CEO equity grant in 2024; no outstanding CEO options listed at 12/31/2024; thus limited scheduled vesting‑driven supply from the CEO near term per proxy tables; continue monitoring future grants and Forms 4 .
- Company‑wide, 2019 Plan remains active with ample availability; board elected not to increase share pool on Jan 1, 2025; ESPP authorized but no offering commenced to date .
Investment Implications
- Alignment: Extremely high insider equity/voting control aligns leadership with long‑term value creation; CEO total cash comp modest relative to peers and heavily at‑risk (zero 2024 bonus), supporting pay‑for‑performance .
- Governance trade‑off: Controlled company and dual CEO/Chair structure heighten governance concentration risk, partially mitigated by independent audit/comp committees and a Lead Independent Director .
- Near‑term supply: Absent listed CEO equity overhang or new grants in 2024, scheduled vesting‑related selling pressure from the CEO appears low based on the proxy; monitor ongoing equity grant cadence and any Form 4 activity .
- Performance linkage: 2024 growth, margin expansion, and improved TSR did not trigger CEO bonus under a stringent EBITDA threshold—underscoring rigor in incentive design; future bonus leverage is sensitive to EBITDA delivery versus targets .
- Event risk economics: CIC protection is moderate (0.5x salary + benefits; full acceleration) and double‑trigger, aligning with shareholder‑friendly norms and limiting golden parachute optics .