Kelly Griffin
About Kelly Griffin
Kelly Griffin (age 58) is an independent Class II director of Vince Holding Corp., first appointed in July 2024; her current term expires at the 2025 annual meeting, and she is nominated to serve through 2028 . She has ~30 years in finance, investor relations, and advisory roles; prior positions include Head of Investor Relations at Sun Capital Partners (Dec 2020–Oct 2023) and Global Head of Investor Relations at Caxton Associates (Oct 2013–Oct 2020) . She holds a BA in Economics from Lake Forest College and an MBA from Babson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sun Capital Partners, Inc. | Managing Director, Head of Investor Relations | Dec 2020 – Oct 2023 | Led IR; capital raising; strategic initiatives |
| Caxton Associates LP | Partner, Global Head of Investor Relations | Oct 2013 – Oct 2020 | Recognized among 50 Most Influential Women in Hedge Funds |
| Gramercy Funds Management LLC | Managing Director | Jun 2011 – Sep 2013 | Business development |
| Diamondback Capital Management LLC | Business Development | Jan 2010 – May 2011 | Investor engagement |
| UBS Securities LLC | Executive Director, Capital Introductions | Feb 2006 – May 2009 | Prime services capital introductions |
| Ernst & Young Corporate Finance LLC | Managing Director | ~10 years prior to 2006 | Restructuring, bankruptcy advisory |
External Roles
| Organization | Role | Tenure | Board/Committee |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Board Governance
- Independence: Board determined Griffin is independent under NYSE and Exchange Act Rule 10A‑3 .
- Board structure: Vince is a “controlled company” under NYSE due to P180 majority ownership; committee independence exemptions apply (Audit must remain independent) .
- Committees (current): Compensation Committee member; Nominating & Corporate Governance Committee member .
- Committee chairs: Compensation Committee chaired by Eugenia Ulasewicz; Nominating & Corporate Governance Committee chaired by Jerome Griffith .
- Attendance: In fiscal 2024, each director met at least 75% attendance across board and relevant committees; Board held 4 regular and 13 special meetings; Compensation and Nominating committees held 3 regular meetings each .
- Annual meeting participation: Company expects directors to attend; all directors attended the June 4, 2024 annual meeting .
Fixed Compensation
| Component | Policy Amount | Fiscal 2024 Actual (Griffin) | Notes |
|---|---|---|---|
| Annual Director Cash Retainer | $50,000 | $17,603 (pro‑rated) | Paid quarterly in arrears; pro‑rated for first year |
| Committee Chair Fees | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating Chair: $5,000 | $0 (not a chair) | Chair differentials per committee |
| Chairman of the Board Retainer | $20,000 | $0 | Applies to Board Chair only |
| Expense Reimbursements | Reasonable out‑of‑pocket expenses | $1,987 | Travel/meeting expenses |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jul 25, 2024 | 43,352 RSUs | $75,000 (ASC 718) | Vests over 3 years; settled in common shares |
Performance metrics oversight (Comp Committee purview):
- 2024 Short‑Term Incentive Program metric: EBITDA (with internal adjustments) for NEOs; target bonus opportunities: 100% CEO (former), 70% SVP Chief Merchandising, 60% Chief People Officer; payout subject to achievement; illustrates Griffin’s committee oversight of pay‑for‑performance design .
| Metric | 2024 STI Design | Payout Opportunity (as % of salary) | Notes |
|---|---|---|---|
| Adjusted EBITDA | Primary metric | CEO (former): 100%; SVP CMM: 70%; Chief People: 60% | Committee discretion for interim CEO; bonuses paid in fiscal 2025 |
Governance policies linked to incentives:
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging, margining, or pledging Company stock .
- Clawback: Exchange Act Rule 10D‑1 compliant policy adopted Oct 2023; recovery of excess incentive‑based compensation upon restatement regardless of misconduct .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Sun Capital Partners (prior employer) | Griffin served as Head of IR until Oct 2023 | Sun Capital remains a 9.8% holder as of Apr 21, 2025; perceived legacy ties though Board deems Griffin independent |
| P180 Vince Acquisition Co. | Majority holder (56.2%); controlled company status | Governance influence; committee independence exemptions available under NYSE |
Expertise & Qualifications
- Financial advisory and restructuring expertise from E&Y Corporate Finance; capital introductions and institutional investor relations at UBS and Caxton; private equity IR leadership at Sun Capital .
- Education: BA Economics (Lake Forest); MBA (Babson) .
- Strengths relevant to Vince: capital markets fluency, investor engagement, governance and risk perspective from finance roles .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | RSUs Held (Unvested) | Notes |
|---|---|---|---|---|
| Kelly Griffin | — (no beneficial common shares listed) | * (<1%) | 43,352 RSUs as of fiscal year‑end | RSUs vest over 3 years; not counted as beneficial unless vest within 60 days |
Policy alignment:
- Directors subject to insider trading pre‑clearance and blackout windows; hedging and pledging prohibited, supporting alignment with shareholders .
Governance Assessment
- Committee effectiveness: As a member of Compensation and Nominating & Corporate Governance Committees, Griffin participates in executive pay design (EBITDA‑based STI) and director compensation oversight, with committees operating under written charters; both committees composed entirely of independent directors despite “controlled company” exemptions, which is a positive governance signal .
- Independence and attendance: Board affirmatively determined independence; fiscal 2024 attendance threshold met; strong expectations for meeting participation and annual meeting attendance .
- Ownership alignment: Griffin’s equity exposure is via unvested RSUs ($75,000 grant; 43,352 units) with no disclosed beneficial common shares, indicating modest current “skin‑in‑the‑game”; anti‑hedging/anti‑pledging and clawback policies mitigate misalignment risk .
- Related‑party/conflict review: No related‑party transactions involving Griffin disclosed; legacy employment at Sun Capital (now a minority holder at 9.8%) could be perceived as a soft conflict, but Board independence determination and committee composition counterbalance; continued monitoring advisable given controlled company status under P180 .
- RED FLAGS:
- Controlled company status under NYSE (P180 majority) may reduce governance safeguards if exemptions are utilized; however, current Comp and Nom/Gov committees are independent, partially mitigating the risk .
- Low direct share ownership for Griffin (no beneficial common shares listed) reduces immediate ownership alignment; reliance on RSU vesting over three years .
Overall: Griffin brings deep capital markets and restructuring expertise useful for Vince’s transformation under licensing and new control structure; independence, committee service, and adherence to anti‑hedging/clawback policies support investor confidence. Monitoring of ownership build‑up and continued independent committee composition is recommended in a controlled company context .