Carrie Tharp
Vera BradleyAbout Carrie M. Tharp
Carrie M. Tharp, 44, has served as an independent director of Vera Bradley, Inc. since 2020. She is Vice President, Global Strategic Industries at Google Cloud and previously held senior digital and marketing roles at Neiman Marcus and Fossil Group, bringing deep omni-channel retail expertise and AI/ML fluency to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google Cloud | VP, Global Strategic Industries; formerly VP, Retail & Consumer | Aug 2019–Mar 2023 (Retail & Consumer); Mar 2023–present (Strategic Industries) | Leads industry strategy across retail, consumer, media, finance, healthcare, telecom; AI/ML expertise |
| Neiman Marcus Group | EVP & Chief Digital Officer; Interim Neiman Marcus Brand President | Oct 2016–Jul 2019 (EVP); Jan 2019–Jul 2019 (Interim Brand President) | Digital transformation leadership; company filed Chapter 11 in May 2020 (contextual experience) |
| Fossil Group | SVP, Chief Marketing Officer & Head of eCommerce | Jun 2013–Sep 2016 | Vertically integrated consumer brand marketing and e-commerce |
| Travelocity; Dean Foods | Various management positions | Prior to 2013 | Strategy, customer insights, operations |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Rue Gilt Groupe, Inc. (private) | Board Member | Current; off-price ecommerce |
| Moda Operandi (private) | Board Member | Current; digitally native luxury |
| National Retail Federation | Board Member | Since 2023 |
| Other public company boards | Not named in biography; proxy summary indicates “1” | Proxy table shows “OTHER PUBLIC BOARDS: 1” for Tharp; specific issuer not identified in the biography |
Board Governance
- Independence: The board determined Tharp is independent under NASDAQ and company guidelines .
- Committee assignments: Chair, Talent & Compensation Committee; Member, Audit Committee .
- Committee activity: Audit met 8x; Talent & Compensation met 4x in FY2025 .
- Attendance: Each director attended at least 75% of board and applicable committee meetings; all directors attended the May 30, 2024 annual meeting .
- Lead Independent Director/executive sessions: Independent directors met in executive session at each regular meeting (four times), chaired by the Lead Independent Director .
- Governance policies: Stock ownership guidelines; prohibition on hedging, derivatives, pledging; double-trigger change-in-control severance plan; no excise tax gross-ups .
| Committee | Role | FY2025 Meeting Count |
|---|---|---|
| Talent & Compensation | Chair | 4 |
| Audit | Member | 8 |
Fixed Compensation (Director)
| Component | FY2025 Cash Schedule | Notes |
|---|---|---|
| Annual board retainer (non-employee directors) | $49,500 | Base cash retainer |
| Board Chair additional retainer | $27,000 | Applies to Board Chair (not Tharp) |
| Lead Independent Director retainer | $9,000 | Applies to Lead Director (not Tharp) |
| Audit Committee – Chair | $13,500 | Committee retainers |
| Audit Committee – Member | $9,000 | |
| Talent & Compensation – Chair | $9,000 | |
| Talent & Compensation – Member | $6,300 | |
| Nominating/Governance/Sustainability – Chair | $7,875 | |
| Nominating/Governance/Sustainability – Member | $5,400 |
| Director | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Carrie M. Tharp | $67,500 | $85,003 | $152,503 |
- Equity grant mechanics: Non-employee directors receive annual RSU grants with grant-date value ≈$85,000, vesting on the first anniversary; immediate vesting on death, disability, or change in control .
Performance Compensation
Directors do not receive performance-based equity or cash incentives; RSUs for directors are time-based . As Chair of Talent & Compensation, Tharp oversees management’s incentive design. FY2025 enterprise and brand incentive structures emphasized financial metrics and strategic objectives:
| Metric | Weight | Payout vs Target |
|---|---|---|
| Enterprise Operating Income | 40% | 25% at threshold; 100% at target; 200% at max |
| Enterprise Net Revenue | 40% | 25% at threshold; 100% at target; 200% at max |
| Enterprise Strategic Objectives (capped if financials < threshold) | 20% | 25% “Met Most”; 100% “Met All”; 125% “Exceed”; 200% “Significantly Exceed” |
- FY2025 outcomes: Financial metrics below threshold—no payout; strategic objectives paid at 41% (Enterprise), 38% (VB Brand), and 50% (Pura Vida) reflecting partial progress .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; committee members (including Tharp) were not employees/officers and engaged in no related party transactions; no reciprocal compensation roles at other companies .
- Related party policy: Audit Committee pre-approves related-party transactions >$120,000 and requires arms-length terms .
Expertise & Qualifications
- Omni-channel retail, handbag/accessories, e-commerce, brand management; AI/ML and generative AI expertise; customer insights and analytics .
- Senior leadership experience across digital transformation and growth initiatives (Neiman Marcus, Fossil, Google Cloud) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Source |
|---|---|---|---|
| Carrie M. Tharp | 46,557 | ~0.17% (46,557 / 27,918,140) | Beneficial shares: ; Shares outstanding: 27,918,140 |
- Ownership guidelines: Directors must hold share units equal to 4× annual cash retainer ($198,000 in FY2025); all directors/officers were in compliance as of Apr 8, 2025 .
- Hedging/pledging: Prohibited for directors and employees under Insider Trading Policy .
Governance Assessment
- Positive signals:
- Independent director; chairs Talent & Compensation and serves on Audit, aligning expertise with oversight of pay-for-performance and financial/cyber risk .
- Strong governance policies: ownership guidelines, no hedging/pledging, no excise tax gross-ups, double-trigger severance; annual executive sessions led by independent director .
- Shareholder support: 98% say-on-pay approval at 2024 annual meeting, indicating investor confidence in compensation oversight .
- Watch items:
- External executive role at Google Cloud could present potential vendor/customer interlock risk; no related-party transactions disclosed with Google Cloud in FY2025 .
- Neiman Marcus’s Chapter 11 noted in biography; not a conflict but informs experience with distressed situations .
No director-specific conflicts, pledging, or related-party exposures were disclosed for Tharp in FY2025; Section 16(a) compliance was met for directors/officers (no delinquent filings reported for Tharp) .