Debra G. Perelman
About Debra G. Perelman
Independent Class A Director nominee (age 51) with CEO experience at Revlon and senior roles at MacAndrews & Forbes; nominated for a one-year term expiring at the 2026 annual meeting if elected . Background spans consumer brand marketing, corporate finance, and strategic development; currently Executive Chair of Stripes Beauty and Managing Partner at InviNext Growth Partners . The Board determined she is “independent” under NYSE and SEC rules; SPHR is a controlled company with Class B shareholders electing up to 75% of the Board, and anticipated independent representation of ~33.3% post-election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon, Inc. | President & CEO | May 2018–Aug 2023 | Led turnaround through Chapter 11 (filed June 2022; emerged May 2023) |
| Revlon, Inc. | Chief Operating Officer | Jan 2018–May 2018 | Operations leadership prior to CEO appointment |
| MacAndrews & Forbes | EVP, Strategy & New Business Dev. | 2014–Dec 2017 | Corporate strategy and investments |
| MacAndrews & Forbes | Vice President | 2004–2014 | Investment and portfolio roles |
| Revlon, Inc. | Corporate finance & brand marketing roles | Prior years | Consumer brand and finance expertise |
| Revlon, Inc. | Advisor | Aug–Sep 2023 | Advisory role post-emergence |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stripes Beauty | Executive Chair | Since May 2024 | Oversight of consumer beauty venture (L Catterton-backed) |
| InviNext Growth Partners | Managing Partner | Since Mar 2025 | Investing in consumer growth companies |
| AMC Networks (AMCX) | Director | Since Jun 2023 | Board service; Board deemed relationship not material to SPHR independence |
| Beyond, Inc. (BYON) | Director | Since Mar 2025 | Board service |
| Sally Beauty (SBH) | Director | Since Jan 2025 | Board service |
| Mastercard | Innovate Steering Committee | Current | Innovation advisory |
| Child Mind Institute | Co-founder & Board Member | Current | Non-profit governance |
Board Governance
- Independence and election: Nominee elected by Class A stockholders; Board confirmed independence under NYSE/SEC standards .
- Committees: Current standing committees are Audit (Lhota—Chair; Tese; Vogel) and Compensation (Sykes—Chair; Lhota; Vogel); Perelman is not listed as a committee member in the proxy .
- Attendance: The Board met four times in the 2024 Transition Period; all then-serving directors attended at least 75% of Board/committee meetings. 15 directors attended the 2024 annual meeting. As a 2025 nominee, Perelman’s SPHR attendance metrics are not yet disclosed .
- Executive sessions: Independent/non-management directors meet regularly in executive session with no management present .
- Controlled company dynamics: Class B holders elect up to 75% of the Board; after election, Class A director representation expected to be 26.7%, and independent directors ~33.3% .
Fixed Compensation
Director compensation program (non-employee directors):
| Compensation Element | Amount |
|---|---|
| Annual Cash Retainer | $75,000 |
| Annual Equity Retainer (RSUs) | $160,000 (20-day avg price to determine units) |
| Audit/Comp Committee Member Fee | $15,000 |
| Audit/Comp Committee Chair Fee | $25,000 |
| Meeting Fees | None |
| Deferral election | Optional annual election to defer cash into RSUs; no directors elected deferral for 2025 |
| 2024 Transition Period equity grant | $80,000 RSU grant (six-month period) |
| 12/9/2024 RSU grant to each then-serving director | 1,956 RSUs; grant-date fair value $73,917 |
Note: Perelman was a 2025 nominee and did not appear in the 2024 Transition Period director compensation table .
Performance Compensation
- Director compensation at SPHR is not performance-based; annual RSU retainers are fully vested at grant but subject to post-service holding requirements .
| Performance Metric | Target | Outcome |
|---|---|---|
| Director performance-based awards | None | None (program does not include performance-linked director pay) |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| AMC Networks (AMCX) | Director | SPHR has a special approval policy requiring Independent Committee oversight of transactions with AMC Networks (>$1,000,000) and quarterly updates of all related-party transactions; Board deemed Perelman’s AMC relationship not material for independence . |
| Beyond, Inc. (BYON) | Director | No SPHR-related party transactions disclosed . |
| Sally Beauty (SBH) | Director | No SPHR-related party transactions disclosed . |
Expertise & Qualifications
- CEO track record and consumer sector expertise (Revlon) with brand marketing and corporate finance depth; strategic investment background (MacAndrews & Forbes; InviNext) .
- Governance and innovation roles (AMC Networks board; Mastercard Innovate Steering Committee) .
- Board found her experience supports effective oversight at SPHR .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|---|
| Debra G. Perelman | Class A Common Stock | 0 | — | As of April 9, 2025 Reference Date |
| Debra G. Perelman | Class B Common Stock | 0 | — | As of April 9, 2025 Reference Date |
Holding/settlement for directors’ RSUs: settled in Class A stock (or cash at Committee’s discretion) on first business day after 90 days post-separation from service; immediate settlement upon death .
Governance Assessment
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Strengths
- Independent director nominee with multi-company board experience and consumer/finance operating background; adds marketing and growth investing expertise to SPHR’s board .
- Independent committees (Audit and Compensation) are 100% independent; regular executive sessions and formal risk oversight documented .
- Robust related-party oversight via Independent Committee, including special approval policy for transactions with AMC Networks, MSGE, and MSGS (>$1,000,000) and quarterly reporting; reduces interlock/conflict risk .
-
Watch items / RED FLAGS
- Controlled company: Board is not majority independent; Class B elects up to 75% of directors; Board does not designate a Lead Independent Director—potential checks-and-balances weakness for minority investors .
- Corporate opportunities renunciation in charter for “Overlap Persons” with other Dolan-related entities (AMCN/MSGE/MSGS) could divert potential opportunities away from SPHR—monitor overlap impacts; Perelman’s AMC Networks board seat increases theoretical overlap exposure .
- Ownership alignment: As of April 9, 2025, Perelman held no SPHR shares; alignment will depend on director RSU program upon election .
- Committee engagement: Not listed on Audit or Compensation Committees; governance impact will hinge on future committee assignments and meeting participation .
-
Additional signals
- Say-on-pay support was ~93.7% in 2024, indicating broad investor acceptance of executive pay practices (contextual governance sentiment) .
- Anti-hedging/pledging policies and clawback policy in place (primarily for executives); supportive of alignment and risk control .