Jessica Rodriguez
Vera BradleyAbout Jessica Rodriguez
Jessica Rodriguez, age 52, is an independent director of Vera Bradley, Inc. (VRA) since 2024, with over 20 years in media and brand leadership, including serving as President of Entertainment and Chief Brand Officer at Univision; she brings expertise in business strategy, operations, media/brand marketing, and consumer insights tailored to digital-first strategy and marketing execution . She is currently a member of VRA’s Audit Committee and the Nominating, Governance & Sustainability Committee, and is not a committee chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Univision Communications, Inc. | President of Entertainment | Oct 2018 – Mar 2022 | Led entertainment portfolio; executive leadership across content and operations |
| Univision Communications, Inc. | Chief Brand Officer | Jul 2021 – Mar 2022 | Brand stewardship and marketing strategy |
| Univision Networks | Chief Operating Officer | Jan 2018 – Dec 2020 | Operations oversight; finance and execution leadership |
| Univision Cable Networks | Senior Vice President | Not disclosed | Senior leadership roles as part of career progression |
| Univision (Corporate) | EVP & Chief Marketing Officer | Not disclosed | Corporate brand and marketing leadership |
| Univision Puerto Rico | VP & Station Manager | Not disclosed | Local market management and operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burlington Stores, Inc. | Director | Current | Committee assignments not disclosed |
Board Governance
- Independence: The Board determined Ms. Rodriguez is “independent” under NASDAQ and SEC standards .
- Committee assignments: Member, Audit Committee (8 meetings in FY2025) and Nominating, Governance & Sustainability Committee (4 meetings in FY2025); not a chair .
- Attendance: Each director attended at least 75% of Board and relevant committee meetings during FY2025; executive sessions of independent directors occurred at each regular Board meeting (four in FY2025) .
- Board structure: Separate Chair and CEO roles; Lead Independent Director presides over executive sessions and agenda reviews (Lead ID role transitioning as Ms. Philip is not standing for re-election) .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $49,500 | Standard non-employee director retainer |
| Audit Committee Member Retainer | $9,000 | Member fee (not Chair) |
| Nominating, Governance & Sustainability Committee Member Retainer | $5,400 | Member fee (not Chair) |
| Total Fees Earned (Cash) | $63,900 | Sum of retainers paid in FY2025 |
Performance Compensation
| Equity Award | Grant-Date Fair Value | Vesting Schedule | Accelerated Vesting Triggers | Notes |
|---|---|---|---|---|
| Annual RSU (Non-Employee Director) | $85,003 | Vest on first anniversary of grant date | Death, disability, or change in control | Standard annual equity grant approx. $85,000 per director |
No performance-based metrics apply to director equity grants; awards are time-based RSUs with specified vesting and acceleration terms .
Other Directorships & Interlocks
- Current public company boards: Burlington Stores, Inc. (Director) .
- Compensation committee interlocks: VRA’s Talent & Compensation Committee members are independent and none are employees; Ms. Rodriguez is not on this committee, and no interlocks/insider participation were disclosed for the committee .
- Related party transactions: No related party transactions involving Ms. Rodriguez disclosed; VRA’s Audit Committee reviews and must approve related-party transactions >$120,000 .
Expertise & Qualifications
- Expertise: Business strategy, operations, media and brand marketing, consumer insights, leading diverse and purpose-driven organizations; supports digital-first strategy and enhanced marketing efforts .
- Board value-add: Provides insight and counsel aligned with long-term strategic plan execution, particularly digital and marketing elevation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jessica Rodriguez | 12,687 | <1% | As of April 8, 2025; based on 27,918,140 shares outstanding |
| Stock Ownership Guidelines | Directors must hold share units equal to 4x annual cash retainer ($198,000 for FY2025) | Compliance | All directors/officers subject to guidelines were in compliance as of April 8, 2025 |
| Hedging/Pledging | Prohibited | — | Hedging, derivatives, and pledging of Company securities are prohibited |
| Options Outstanding | None | — | VRA has no outstanding stock options |
Governance Assessment
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Strengths:
- Independent director with Audit exposure; enhances financial oversight and risk management coverage .
- Robust ownership alignment: mandatory director stock ownership, holding requirements until guidelines met, and anti-hedging/anti-pledging policy; all covered directors compliant as of record date .
- Engagement: Board/committee meeting attendance at least 75%; regular independent executive sessions .
- Balanced director pay: modest cash retainers and time-based RSUs with one-year vesting; no tax gross-ups; change-in-control acceleration disclosed and standardized .
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Potential watch items:
- External board seat (Burlington Stores) increases time commitments; no interlocks or related-party exposure disclosed, but monitor for supply-chain/customer relationships given VRA’s retail ecosystem .
- Not a committee chair; governance influence primarily through committee membership rather than leadership roles .
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RED FLAGS: None disclosed specific to Ms. Rodriguez (no related-party transactions, no hedging/pledging, compliance with ownership guidelines, and adequate attendance) .