Oana Ruxandra
Revolve GroupAbout Oana Ruxandra
Oana Ruxandra (age 43) has served as an independent director of Revolve Group, Inc. since January 2022. She is CEO of PopHatch Labs (AI-focused investment firm) and previously held senior digital strategy, business development, and M&A roles at Warner Music Group and Universal Music Group; she began her career in financial services as a portfolio manager at BlackRock. She holds an MBA in finance and management from Wharton and a BA in economics and political science from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Music Group (WMG) | Chief Digital Officer and EVP, Business Development; previously EVP New Business Channels – Chief Acquisition Officer | 2020–2023 (with prior WMG roles earlier in career) | Led strategy, partnerships, and M&A activities |
| Universal Music Group (UMG) | SVP, Digital Strategy and Partnerships | 2016–2018 | Digital strategy and partnerships leadership |
| BlackRock | Portfolio Manager | Early career | Buy-side investing experience |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| PopHatch Labs | Chief Executive Officer | Current | Private AI-focused investment firm |
| Public Company Boards | — | — | None disclosed |
Board Governance
- Committees: Audit Committee member and Compensation Committee member; Audit chaired by Jennifer Baxter Moser (audit committee financial expert), Compensation chaired by Lead Independent Director Melanie Cox .
- Independence: Board determined Ruxandra is independent under NYSE rules and meets committee independence standards .
- Attendance: Board met 4 times in FY2024; no director attended fewer than 75% of board and committee meetings. Audit Committee met 4 times; Compensation Committee met 4 times; Nominating & Governance Committee met 1 time .
- Lead Independent Director and executive sessions: Melanie Cox serves as Lead Independent Director; independent directors hold executive sessions periodically without management .
- Controlled company status: RVLV relies on NYSE “controlled company” exemptions; the nominating and corporate governance committee is not entirely independent and is comprised of the co-founders (Karanikolas, Mente) .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Board retainer (cash) | 50,000 | Policy rate ; included in fees |
| Audit Committee member retainer (cash) | 7,500 | Policy rate ; included in fees |
| Compensation Committee member retainer (cash) | 5,000 | Policy rate ; included in fees |
| Cash total | 62,500 | Reported fees earned |
| Equity grant (RSUs) – grant date fair value | 99,983 | 2024 annual director RSU grant; ASC 718 fair value |
| Total | 162,498 | Sum of cash and equity |
| RSUs outstanding/vesting | 5,567 units | Vest the day prior to the annual meeting, subject to continued service |
| Change-in-control treatment | Full acceleration | Non-employee director equity fully vests at change in control |
Performance Compensation
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Director equity award type | Time-based RSUs | Time-based vesting; no performance metrics | Not applicable for directors |
Director compensation is a mix of fixed cash retainers and time-based RSUs; no performance metrics (e.g., EBITDA/TSR hurdles) apply to director equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Committee roles at other issuers | None disclosed |
| Interlocks (compensation committee/executive overlaps) | None; compensation committee members (including Ruxandra) are non-employee directors; no executive officer interlocks reported |
Expertise & Qualifications
- Digital strategy/M&A leadership in global media (WMG, UMG) and current AI investing CEO role .
- Finance background from BlackRock; MBA (Wharton) and BA (Columbia) .
- Recognitions: Billboard Power Players/Women in Music; Variety’s Power of Women/New Power in New York .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Apr 11, 2025 |
|---|---|---|
| Class A shares owned (direct) | — | 10,823 |
| RSUs scheduled to vest within 60 days | 5,567 | 5,567 |
| Total beneficial ownership (shares + RSUs within 60 days) | — | 16,390; less than 1% of outstanding; no Class B |
| Options | None disclosed | None disclosed (no director options shown) |
| Pledging/Hedging | Prohibited by insider trading policy | Prohibited by insider trading policy |
Governance Assessment
- Board effectiveness: Ruxandra is an engaged independent director with 2024 committee meeting cadence consistent with board practice; audit and compensation committee service suggests active oversight of financial reporting and pay practices .
- Alignment: Director pay is modest and largely equity via annual RSUs, vesting annually, which supports alignment without encouraging short-term risk-taking; no performance metrics for directors, consistent with market norms .
- Independence and conflicts: Board affirmed independence; no related-party transactions involving directors reported; compensation committee interlocks absent .
- RED FLAGS and risk indicators:
- Controlled company governance exemptions reduce independence of the nominating/governance function (committee comprised of co-founders), which can constrain board refreshment and independent oversight of nominations .
- Supermajority voting control by co-founders/MMMK (~89% voting power) limits the effect of minority shareholder votes on director elections and say-on-pay outcomes .
- Shareholder sentiment: 2024 say-on-pay support was ~99%, indicating strong investor acceptance of pay practices; while focused on executives, it signals broader governance stability .
Overall, Ruxandra’s audit and compensation committee roles, independent status, and equity-based compensation support investor confidence; the key governance caveat is RVLV’s controlled company structure, which concentrates voting power and exempts the nominating committee from full independence .