Aaron Rosen

About Aaron Rosen

Aaron Rosen (age 44) is Savers Value Village’s non-executive Chairperson of the Board (since February 2024) and has served as a director since April 2019. He is a Partner, Co-Head of Opportunistic Credit and Co-Portfolio Manager of Special Opportunities in the Ares Credit Group; prior roles include Partner/Director of Research at Archview Investment Group and Vice President at Citigroup. He holds a B.S., summa cum laude, from NYU Stern in Finance and Information Systems and received the Valedictorian Award . The Board has affirmatively determined Rosen is independent under NYSE rules, noting SVV’s “controlled company” status allows non-majority independence at the Board level .

Past Roles

External Roles

Board Governance

• Board Chair: Non-executive Chairperson of the Board .
• Committee assignments: Chairperson, Compensation Committee; not a member of Audit or Nominating/Governance/Sustainability .
• Independence: Board determined Rosen is independent under NYSE rules (with controlled company exemptions) .
• Attendance and engagement: Fiscal 2024 Board met 5 times; Audit 4; Compensation 4; Nominating/Governance/Sustainability 4; all directors attended at least 75% of aggregate meetings, and all attended the annual meeting .

Governance context and potential constraints:

• Controlled company: Ares Funds own ~85% of shares; SVV utilizes controlled company exemptions (committees need not be entirely independent), though Audit remains independent per SOX/NYSE .
• Stockholders Agreement: For as long as Ares holds ≥30%, certain major actions require Ares prior written consent (M&A, >$50M asset deals, >$100M debt, CEO changes, board size changes, etc.) .
• Risk factor: SVV 10-K acknowledges potential conflicts and influence from Ares Funds due to concentrated ownership/control .

Fixed Compensation

Additional policies:

• Director stock ownership guidelines: Directors must hold shares equal to 5x annual cash retainer; compliance required within five years; includes unvested RSUs; excludes unexercised options and unvested performance awards .
• No hedging or pledging of company stock by directors or employees .

Performance Compensation

As Compensation Committee Chair, Rosen oversees SVV’s executive compensation design and payouts, including the Annual Incentive Plan (AIP) metrics.

Compensation governance:

• FW Cook engaged as independent compensation consultant; no conflicts identified; provides peer/market data .
• Compensation Committee Report signed by Rosen (Chair), Allen, Smith, Woods recommending inclusion of CD&A .

Other Directorships & Interlocks

Expertise & Qualifications

Equity Ownership

Director ownership guidelines: Directors must hold 5x annual cash retainer; includes unvested RSUs; excludes unexercised options/performance awards . Hedging/pledging prohibited .

Insider trading activity: Insider-trades skill query found no Form 4 filings for “Aaron Rosen” at SVV from 2024-01-01 to 2025-11-20 (insider-trades skill run; no records returned).

Governance Assessment

• Committee leadership and independence: Rosen chairs the Compensation Committee while also serving as non-executive Board Chair. The Board determined he is independent under NYSE rules; however, SVV is a controlled company, and compensation/nomination committees may include non-independent directors (e.g., Ares-affiliated members), increasing potential perception of sponsor influence over pay and nominations .
• Alignment and ownership: Rosen is not disclosed as personally holding SVV shares or director RSUs; director ownership guidelines call for 5x cash retainer in shares, but compliance status for Rosen is not disclosed. Lack of disclosed personal stake could be viewed as lower “skin-in-the-game,” balanced by fiduciary responsibilities and sponsor representation .
• Compensation governance quality: Use of independent consultant FW Cook (no conflicts) and clear AIP calibration around Adjusted EBITDA are positives for pay-for-performance rigor; FY 2024 payout at 10% of target indicates discipline when company results undershoot targets .
• Conflicts and control risk: Ares majority ownership and expansive consent rights (M&A, leverage, equity issuance, CEO changes, board size) represent structural control risks. As an Ares partner and SVV Board/Comp Chair, Rosen’s roles create potential conflicts or interlocks that warrant continued monitoring, though Audit Committee independence and company policies (clawback, hedging/pledging prohibitions) mitigate some governance concerns .

Red flags highlighted:

• Controlled company exemptions and Ares consent rights over major corporate actions .
• Sponsor-affiliated directors (including Rosen) not receiving SVV director compensation or equity grants; minimal disclosed personal ownership .
• Dual roles (Board Chair + Compensation Chair) can concentrate governance influence, albeit as a non-executive chair .

Shareholder feedback:

• Say-on-pay support remained strong at the 2025 annual meeting (votes for: 155,229,848; against: 778,088; abstentions: 108,522; broker non-votes: 687,246) . 2024 say-on-pay similarly passed (for: 153,774,039; against: 3,159,577; abstentions: 37,209; broker non-votes: 229,399) .

Clawback and trading safeguards:

• Clawback policy: recovery of incentive compensation for material restatements over prior 3 years .
• Insider Trading Policy and blackout periods; no hedging or pledging permitted .

Overall implication for investors:

• Governance effectiveness benefits from independent Audit Committee and formal pay structures; however, control and consent rights held by Ares, combined with Rosen’s sponsor affiliation and oversight roles, elevate monitoring needs around independence in compensation decisions, board nominations, and strategic actions. Continuous tracking of director ownership, any future Form 4 activity, and committee decisions is recommended .