Kristina Cashman

About Kristina Cashman

Independent director of Vera Bradley, Inc. (VRA) since 2020; age 58. Cashman is a seasoned finance and operations executive with extensive restaurant-industry CFO experience and currently serves as CEO of Guy and Larry Restaurants (since July 2024). The Board designates her as an “audit committee financial expert” and she is independent under NASDAQ rules. Core credentials span finance, accounting, tax and capital structure, strategic planning, real estate strategy/selection, operations, and incentive-compensation plan development .

Past Roles

External Roles

Board Governance

• Independence and roles: Independent director; Chair, Audit Committee; member, Talent and Compensation Committee; designated audit committee financial expert under Reg S-K Item 407(d)(5)(ii) .
• Committee activity and attendance: Audit met 8x in FY2025; Talent & Compensation met 4x; Nominating/Governance met 4x. Each director attended at least 75% of board/committee meetings; all directors attended the May 30, 2024 annual meeting .
• Evaluations and structure: Annual board and committee self-evaluations; Lead Independent Director structure; executive sessions of independent directors at each regular meeting (four sessions in FY2025) .
• Risk oversight: Audit oversees financial and cybersecurity risk; Talent & Compensation oversees compensation risk with caps and independent consultants .
• Related party oversight: Audit reviews and pre-approves related-party transactions >$120k; FY2025 related party: ~$167k contributions to the Vera Bradley Foundation (founded by co-founder); Board Chair is the son-in-law of co-founder; disclosures included and overseen via policy .

Committee assignments and meetings (FY2025)

Fixed Compensation (Director)

• Program structure (FY2025): Cash retainer $49,500; additional retainers: Board Chair $27,000; Lead Independent Director $9,000; Audit Chair $13,500; Audit member $9,000; Compensation Chair $9,000; Compensation member $6,300; Nominating Chair $7,875; Nominating member $5,400 .
• Cash actually earned (FY2025): Cashman $69,300; equals base retainer + Audit Chair + Compensation member .

Performance Compensation (Director)

• Annual equity: RSUs with grant-date value ~ $85,000 to each non-employee director; vest on first anniversary; accelerate upon death, disability, or change in control .
• FY2025 director equity granted (reported value): Cashman $85,003; total director comp $154,303 .
• Performance metrics: None for director RSUs (time-based); director awards are retention- and alignment-oriented, not tied to operational metrics .

Other Directorships & Interlocks

• Current public company boards: Basset Furniture Industries, Inc. (Audit Chair) .
• Private boards: Munchkin, Inc. (Audit Chair) .
• Compensation Committee interlocks: Company discloses no interlocks or related-party transactions for the Talent & Compensation Committee members (which include Cashman) .
• Note on network: Vera Bradley’s executive compensation peer group includes “Bassett Furniture Industries, Inc.”; Cashman serves on that issuer’s board as Audit Chair. This is not a disclosed “compensation committee interlock” under SEC rules but is a relevant network linkage for investors to monitor .

Expertise & Qualifications

• Designated “audit committee financial expert”; deep finance/accounting/tax/capital structure expertise .
• Strategic planning, real estate strategy/selection, operations, and incentive plan development experience; multi-brand retail/restaurant background .
• Governance experience as Audit Chair at a public company and a private company .

Equity Ownership

• Beneficial ownership (as of April 8, 2025): 46,557 common shares; “*” denotes <1% of outstanding shares (27,918,140 outstanding) .
• Ownership guidelines: Directors required to hold share units equal to 4x annual cash retainer ($198,000 for FY2025); all directors and officers were in compliance as of April 8, 2025 .
• Hedging/pledging: Prohibited for directors; derivatives trading also prohibited .

Recent Form 4 insider transactions (awards)

Note: Form 4 “securitiesOwned” reflects post-transaction holdings reported by the insider and may include units not counted as “beneficially owned” under proxy reporting rules if not exercisable/settleable within 60 days.

Director Compensation (FY2025)

Program features: no tax gross-ups; stock ownership and holding requirements; hedging/pledging prohibited .

Compensation Committee Analysis (Board-level)

• Committee composition (as of Feb 1, 2025): Carrie M. Tharp (Chair), Ian Bickley, Kristina Cashman, Frances P. Philip .
• Use of independent consultants and third-party benchmarking (Pearl Meyer, Equilar); explicit pay-for-performance design, ownership guidelines, recoupment policy .
• Interlocks/Related-party: None for committee members; no member served as a Company officer; no related-party transactions by members with the Company; no cross-director executive interlocks disclosed .
• Shareholder feedback: 98% support on Say-on-Pay in 2024, which informed maintaining program design into FY2025 .

Governance Assessment

• Strengths:
  • Audit Committee Chair and designated financial expert; independent; strong finance and audit oversight record .
  • Solid engagement: committee meetings held regularly (Audit 8x); board conducted annual self-evaluations; directors met attendance thresholds and attended 2024 AGM .
  • Alignment policies: robust stock ownership guidelines; all directors compliant; strict prohibitions on hedging/pledging; no excise tax gross-ups .
  • Compensation governance: independent advisors, recoupment policy, and clear performance frameworks at management level; strong Say-on-Pay outcome (98%) .
• Watch items (not red flags, but monitor):
  • Network linkage: Cashman sits on the board of Bassett Furniture Industries, Inc., which is in VRA’s compensation peer group; while not an SEC-defined interlock, investors may monitor for benchmarking conservatism and independence perceptions .
  • Founders’ family ties and charitable foundation support are disclosed and overseen via policy; not attributed to Cashman but relevant to broader governance context .
• RED FLAGS: None specific to Cashman disclosed; no hedging/pledging; no related-party transactions; Section 16 compliance otherwise reported as timely for directors (other specific Form 3 timing issues were disclosed for large shareholders and a new director, not for Cashman) .

Citations: Director biography details; other public/private board roles
Ownership guidelines; hedging/pledging prohibitions; T&C interlocks disclosure; compliance status
Independence determinations
Board leadership and Lead Independent Director
Attendance and executive sessions; meeting attendance statement
Committee membership table; financial expert designation; meeting counts
Director compensation program; retainers; RSU terms
FY2025 Director compensation table (Cashman amounts)
Use of independent consultants; peer group; 98% Say-on-Pay support
Compensation peer group list (includes Bassett)
Related party policy and FY2025 related-party disclosures
Governance highlights (no excise tax gross-ups; double-trigger severance)
Beneficial ownership table (Cashman shares, outstanding shares)
Section 16(a) compliance disclosure for FY2025

Form 4 links: 2025-04-08 filing for 2025-04-04 award: https://www.sec.gov/Archives/edgar/data/1495320/000141588925010404/0001415889-25-010404-index.htm
2024-04-09 filing for 2024-04-05 award: https://www.sec.gov/Archives/edgar/data/1495320/000141588924010588/0001415889-24-010588-index.htm