Robin Kramer
About Robin Kramer
Independent Class I director of Vince Holding Corp. (age 62 as of June 5, 2025), serving since September 2019, with core credentials in brand strategy and consumer experience design; founder and CEO of Kramer Design Group and former VP of Creative Services at Calvin Klein during its initial global expansion . Current VNCE board term runs through 2027; she is not a committee chair but serves on the Compensation Committee and the Nominating and Corporate Governance Committee . The Board determined she is independent under NYSE and Exchange Act Rule 10A-3; VNCE is a “controlled company” (majority voting power held by P180) which exempts certain governance requirements for non-audit committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kramer Design Group | Founder & Chief Executive Officer | 1996–present | Leads consumer strategy and creative services for global brands; recognized for brand strategy and retail insights |
| Calvin Klein | Vice President, Creative Services | Pre‑1996 | Supported brand through initial global expansion; deep apparel and retail brand execution experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in VNCE proxy for Robin Kramer |
Board Governance
- Committee assignments: Compensation Committee member, Nominating & Corporate Governance Committee member .
- Committee chairs: Compensation chaired by Eugenia Ulasewicz; Nominating & Corporate Governance chaired by Jerome Griffith; Kramer is not a chair .
- Independence: Board determined Kramer is independent under NYSE and Rule 10A‑3; Audit Committee independence maintained regardless of “controlled company” status .
- Attendance: In fiscal 2024, Board held 4 regular and 13 special meetings; committees held 4 (Audit), 3 (Compensation), and 3 (Nominating). Each director attended at least 75% of applicable meetings; directors expected to attend annual meetings (all attended 2024 meeting) .
- Board leadership: Independent Chairman (Michael Mardy), who also chairs the Audit Committee .
- Controlled company context: P180 controls a majority of voting power; certain committee independence requirements for Compensation and Nominating committees are exempted while controlled; phased re‑compliance detailed if control ceases . April 2025 bylaw amendment removed prior rights that had briefly given P180 designation powers, improving governance optics .
Fixed Compensation
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑employee director retainer; paid quarterly in arrears |
| Committee chair fees | $0 | Kramer not a chair; chair fees are $10,000 (Comp), $5,000 (Nom/Gov), $15,000 (Audit) |
| Reimbursements | $0 | No out-of-pocket reimbursements listed for Kramer (line shows “—”) |
| Equity grant (RSUs) | $75,000 fair value | Annual director grant; time‑vested RSUs over 3 years |
| Total FY 2024 | $125,000 | Sum of cash fees and stock award fair value |
| Equity Grant Detail | Grant Date | Units | Fair Value |
|---|---|---|---|
| Annual RSU grant | June 5, 2024 | 45,455 RSUs | $75,000 (ASC 718 fair value) |
RSU vesting: Annual director RSUs vest over 3 years; settled in common stock .
Performance Compensation
| Plan | Performance Metric(s) | Target/Structure | Applicability to Directors |
|---|---|---|---|
| 2024 Short‑Term Incentive Program (executives) | EBITDA (with internal adjustments) | Target bonuses: 70% (Fogel), 60% (Meiner), 100% (Schwefel); discretionary for Interim CEO | Not applicable to directors; director equity grants are time‑vested RSUs (no performance conditions) |
- No director performance-based equity or options disclosed; equity compensation is time‑vested RSUs only .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company boards for Kramer disclosed; interlocks not reported |
Expertise & Qualifications
- Globally recognized leader in brand strategy and consumer experience design; extensive work across Fortune 500 brands from luxury to mass and across sectors (apparel to automotive) .
- Founder-operator background and creative services leadership; substantial retail and consumer insight; prior senior creative leadership at Calvin Klein .
Equity Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned | 51,932; less than 1% of outstanding shares |
| RSUs held (as of fiscal year-end) | 58,560 RSUs |
| RSUs vesting within 60 days (counted in beneficial ownership) | 23,266 RSUs |
| Options outstanding | 0 (company reports no outstanding options; only RSUs) |
| Hedging/pledging | Prohibited by company policy for directors and employees; pre‑clearance required for trades; blackout periods enforced |
Insider Trades
| Date | Form | Transaction | Security | Quantity | Price |
|---|---|---|---|---|---|
| Jun 5, 2024 | Form 4 | Grant (annual director RSUs) | RSUs | 45,455 | — |
Governance Assessment
- Strengths:
- Independent director with deep consumer/brand strategy expertise aligned to VNCE’s core business .
- Active committee roles (Compensation; Nominating & Corporate Governance), which oversee executive pay, director pay, corporate governance guidelines, and related party transactions, indicating meaningful governance engagement .
- Attendance threshold met; Board and committees met frequently in FY2024, indicating active oversight during a period of ownership change and restructuring .
- Equity alignment via annual RSUs with multi-year vesting; anti‑hedging and anti‑pledging policy supports alignment .
- Independent board leadership (Chairman is independent and Audit Chair), bolstering oversight in a controlled company context .
- Watch items / potential risks:
- Controlled company exemptions reduce formal independence requirements for Compensation and Nominating committees while P180 holds majority voting power; although Kramer is independent, committee composition policies can be less stringent under the exemption .
- Director equity and cash compensation are modest; absolute ownership is small (<1%), which may limit “skin‑in‑the‑game” signaling despite RSU holdings .
- No director stock ownership guidelines disclosed (executive guidelines exist), reducing formal alignment thresholds for directors .
- Related party exposure at the company level (historic Sun Capital ties; P180 control; CaaStle program changes; third‑lien debt amendments) requires vigilant committee oversight; Nominating & Corporate Governance reviews related party transactions per policy .
- Overall: Kramer’s independence, functional expertise, and committee participation are positives for board effectiveness. Controlled-company status and limited director ownership are the key governance optics to monitor; recent bylaw changes removing P180 designation rights are a favorable governance signal .