Jerome Griffith
About Jerome Griffith
Jerome Griffith (age 67) is an independent Class III director of Vince Holding Corp., serving since November 2013; his current term expires at the 2026 annual meeting. He sits on the Audit Committee and the Nominating & Corporate Governance Committee (chair), and the Board has affirmatively determined he is independent under NYSE and Exchange Act Rule 10A‑3 standards. His background includes CEO roles at Lands’ End, Tumi Holdings, and Brown Jordan, with extensive global retail and consumer experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Jordan Inc. | Chief Executive Officer, President, Director | Jun 2023 – Mar 2025 | Senior executive leadership in consumer products |
| Lands’ End, Inc. | Chief Executive Officer; Executive Vice Chairman (Board) | CEO Mar 2017 – Jan 2023; EVC Mar 2017 – May 2023 | Led public company; international growth track record |
| Tumi Holdings, Inc. | Chief Executive Officer, President, Director | Apr 2009 – Aug 2016 | Public company CEO; innovation and expansion |
| Esprit Holdings Limited | COO, Board member; President, North & South America | 2004–2009 (COO/Board from 2004; Americas President from 2006) | Board-level operating leadership |
| Tommy Hilfiger | Executive Vice President | 1999 – 2002 | Senior operating role |
| J. Peterman Company | President of Retail | 1998 – 1999 | Retail leadership |
| Gap, Inc. | Various positions | 1989 – 1998 | Multi-year retail operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsonite Corporation | Director | Current | Public company directorship |
| The New School’s Parsons School of Design | Director | Current | Academic board leadership |
Board Governance
- Board independence and committees: Griffith is independent and serves on the Audit Committee and chairs the Nominating & Corporate Governance Committee .
- Attendance: During fiscal 2024, each director attended at least 75% of Board and committee meetings; all directors attended the June 4, 2024 annual stockholder meeting .
- Controlled company status: Vince is a “controlled company” under NYSE rules due to P180’s majority ownership; audit committee independence maintained; other committees may leverage exemptions. Griffith is among directors determined to be independent .
- Board leadership: Independent Chairman (Michael Mardy) presides over meetings and executive sessions; Griffith chairs Nominating & Corporate Governance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-Employee Director retainer |
| Committee chair fee | $5,000 | Chair of Nominating & Corporate Governance Committee |
| Committee member fees | $0 | No separate member fees disclosed; chair fees applicable |
| Chairman of Board retainer | N/A | Not applicable to Griffith |
| Meeting fees | N/A | Not disclosed |
| Reimbursements (FY 2024) | $3,498 | Out-of-pocket expense reimbursements |
| Total cash earned (FY 2024) | $55,000 | Annual and chair retainers |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 5, 2024 | 45,455 | $75,000 | Time-based over 3 years; settled in common stock |
| RSUs held (FY 2024 year-end) | As of Feb 1, 2025 | 58,560 | N/A | Aggregate RSUs outstanding at fiscal year-end |
Performance metrics: Director equity awards are time-based RSUs; no performance metrics disclosed for director compensation .
Other Directorships & Interlocks
- Current public boards: Samsonite Corporation (consumer luggage) and Parsons School of Design (academic). No disclosed interlocks with Vince suppliers/customers; no related-party exposure from these roles disclosed .
Expertise & Qualifications
- Senior public company CEO experience (Lands’ End; Tumi); international expansion and innovation credentials; consumer/retail domain expertise. Committee leadership experience demonstrated via chair of Nominating & Corporate Governance and service on Audit Committee .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (Apr 21, 2025) | 80,162 shares |
| RSUs vesting within 60 days (from Apr 21, 2025) | 23,266 RSUs |
| Ownership vs. shares outstanding | ~0.62% (80,162 / 12,843,067 outstanding) |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Pledging of shares | No pledging disclosed |
Governance Assessment
- Strengths
- Independence confirmed; chairs the Nominating & Corporate Governance Committee that oversees director pay and related-party transaction policy, supporting governance rigor .
- Audit Committee membership enhances financial oversight; Board reports audit committee independence and presence of an audit committee financial expert (Chair Mardy) .
- Attendance and engagement standards met; directors attended ≥75% of meetings and were present at the 2024 annual meeting .
- Anti-hedging and anti-pledging policies for directors reduce alignment risk; company-wide clawback policy adopted (NYSE 10D‑1) .
- Concerns and potential RED FLAGS
- Controlled company status under NYSE rules allows exemptions on majority independent board and fully independent Comp/Nominating committees; while Griffith is independent, overall board independence could be reduced by control dynamics .
- Significant related-party transactions exist at the company level (e.g., legacy Sun Capital credit facilities, P180 arrangements, ABG Vince license), though oversight is through committees Griffith helps lead; no specific personal conflicts for Griffith disclosed .
- Pay mix for directors is primarily cash plus time-based RSUs (no performance linkage), which is standard but offers limited pay-for-performance sensitivity for director compensation .
Additional Signals
- Say-on-pay (2024): 8,936,397 For; 45,145 Against; 100 Abstain; broker non-votes 1,301,934 — indicating broad shareholder support for executive compensation that Griffith oversees via board governance .
- Board/committee activity: Fiscal 2024 included 4 regular Board meetings and 13 special meetings; Audit (4), Compensation (3), Nominating & Corporate Governance (3) — supporting active oversight cadence .
Notes on Related Party Oversight
- The Nominating & Corporate Governance Committee (chaired by Griffith) administers the related-party transaction policy, requiring approval/ratification and enabling termination if ratification is not forthcoming — a key safeguard amid controlled company dynamics .
- Audit Committee (of which Griffith is a member) provides risk oversight and financial reporting supervision, including auditor appointment and independence reviews .
Overall, Griffith’s independence, committee leadership, and deep retail operating experience contribute positively to board effectiveness at Vince. The controlled company context and company-level related-party transactions warrant continued monitoring, but governance policies (anti-hedging/pledging, clawback, RPT review) mitigate alignment and conflict risks .