Rory Tahari
About Rory Tahari
Independent director of Steel Partners Holdings GP Inc. (general partner of SPLP) since May 17, 2019; age 52. Background includes co-founding State of Mind Partners (strategic branding and investment firm) in 2018; former CEO and board member of Elie Tahari (2014–2017); current board advisor to Omnicom’s culture-tech agency Sparks & Honey; B.A. in Broadcast Journalism from Boston University. The Board has determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elie Tahari (global apparel/retail) | Chief Executive Officer and Board Member | 2014–2017 | Led global brand and retail operations; governance experience as board member. |
| — | — | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| State of Mind Partners | Co-founder | 2018–present | Strategic branding and investment firm. |
| Sparks & Honey (Omnicom) | Board Advisor | Current | Culture-tech agency within Omnicom. |
Board Governance
| Item | Details |
|---|---|
| Board seat | Director since May 17, 2019; independent. |
| Committee assignments | Chairwoman, Compensation Committee; Member, Corporate Governance & Nominating Committee. |
| Committee independence | All members of Compensation and Corporate Governance & Nominating Committees are independent. |
| Committee activity in 2024 | Audit: 6 meetings; Compensation: 3; Corporate Governance & Nominating: 2. |
| Attendance | Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings during their service period in 2024. |
| Annual meeting attendance | All Board members attended the 2024 annual meeting (virtual). |
| Independence/leadership structure | 7-member Board; 5 independent; no Lead Independent Director; 2 directors designated by SP General Services LLC (the Manager). |
| Executive sessions | Independent directors meet in executive session at least twice per year. |
Fixed Compensation
| Component | 2024 Amount ($) | Source/Notes |
|---|---|---|
| Annual cash retainer | 93,500 | Director compensation program. |
| Compensation Committee Chair fee | 20,800 | Chair fee per program. |
| Committee meeting fees | Included in total | $1,560 per committee meeting attended. |
| Total fees earned (cash) | 123,660 | Reported for Ms. Tahari. |
Program reference:
- Per director compensation program: cash retainer $93,500; committee chair fees (Comp Chair $20,800); per-committee meeting fee $1,560.
Performance Compensation
| Award Type | Grant Timing | Vesting | 2024 Fair Value ($) | Performance Metrics |
|---|---|---|---|---|
| Restricted LP Units (director annual equity) | Granted quarterly | Vest immediately upon grant | 93,500 | None disclosed for director equity; not performance-based. |
Additional terms:
- Company states it does not grant options/SARs as part of compensation programs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Tahari in the past five years within proxy biography. |
| Committee roles at other public companies | Not disclosed. |
| Potential interlocks | None disclosed. |
Expertise & Qualifications
- Branding and leadership expertise from CEO tenure at Elie Tahari and advisory work at Sparks & Honey; co-founder/operator background at State of Mind Partners.
- Independent under NYSE rules; Board cites her extensive business/leadership experience and branding expertise as qualifications.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 22,687 SPLP LP Units (beneficially owned). |
| % of shares outstanding | Proxy table denotes “*” (below reporting threshold) for percentage; not quantified. |
| Unvested director equity outstanding (12/31/2024) | None (no non-management director had unvested restricted LP Units at year-end 2024). |
| Pledged shares | No pledging indicated in ownership footnotes for Ms. Tahari. |
| Hedging policy | Directors are forbidden from entering into hedging/monetization transactions, except in limited circumstances with prior approval. |
| Ownership guidelines | Proxy discloses LP Unit ownership guidelines for certain executives/senior management; no director ownership guideline disclosed. |
Insider reporting/trades:
- Section 16(a) compliance: Proxy lists late filings for two other directors (Karros, Rosen); no delinquencies reported for Ms. Tahari.
Governance Assessment
- Positives
- Independent director; chairs the Compensation Committee and serves on Corporate Governance & Nominating—positions that influence pay discipline and board composition.
- Solid engagement indicators: Board met 9 times in 2024; each director attended at least 75% of meetings; full Board attended 2024 annual meeting.
- Pay alignment for directors: Balanced cash/equity mix; equity delivered in LP Units, immediately vested, promoting ownership without complex metrics; no options usage.
- Hedging by directors prohibited, supporting alignment with unitholders.
- Watch items / potential red flags
- Board structure lacks a Lead Independent Director despite a combined leadership/manager structure and two Manager-designated directors; this may dilute independent oversight leverage.
- External management agreement (Manager receives 1.5% of total partners’ capital plus Incentive Units tied to equity appreciation) introduces structural related-party dynamics that the independent directors must oversee rigorously; $15.056M management fee in 2024 and issuance of 76,323 Class C incentive units (converted to LP Units) underscore scale/incentives.
- Concentrated ownership: Entities controlled by the Executive Chairman beneficially own large stakes (e.g., SPL/WGL holdings; Mr. Lichtenstein reported beneficial ownership of 50.3% per proxy methodology), potentially limiting minority investor influence; emphasizes need for robust committee independence (which includes Ms. Tahari’s chair role).
- NOL protective provisions cap ownership around 4.25% without approval; while tax-driven, these provisions can constrain liquidity and shareholder dynamics.
No related-party transactions involving Ms. Tahari are reported in the Transactions with Related Persons section for the period since January 1, 2024. –