Robert Hall
Vera BradleyAbout Robert J. Hall
Robert J. Hall, age 66, has served on Vera Bradley’s Board since 2007 and as Chair since September 2010. He is President of Green Gables Partners (founded 2010), and previously was principal at private equity firm Andesite Holdings (2007–2014) and an Executive Director at UBS Financial Services (2000–2007). The Board has determined Hall is not independent under NASDAQ standards, and he is the son-in-law of company co-founder and director Barbara Bradley Baekgaard.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Financial Services | Executive Director | 2000–2007 | Financial markets, investment management experience applicable to board oversight |
| Andesite Holdings (private equity) | Principal | 2007–2014 | Private placements and investment evaluation |
| Green Gables Partners (private investment firm) | President | Founded 2010; current | Strategic and financial advisory perspective to the Board |
External Roles
| Organization | Role | Type | Committees/Impact |
|---|---|---|---|
| FlyLow Gear Co. | Director | Private company | Strategic/brand oversight in outerwear |
| Glade Optics | Director | Private company | Retail and product perspective (ski goggles/apparel) |
| U.S. Biathlon Association | Chairman | Non-profit | Governance leadership and stakeholder engagement |
| Other public company boards | None | — | VRA proxy lists no other public boards for Hall |
Board Governance
- Board Chair since September 2010; not independent under NASDAQ standards; family relationship disclosed (son-in-law of co-founder/director Barbara Bradley Baekgaard).
- Committee assignments: Hall is not listed as a member or chair of the Audit, Talent & Compensation, or Nominating, Governance & Sustainability Committees. Current committee composition and chairs are all independent directors.
- Committee activity (fiscal 2025): Audit Committee met 8 times; Talent & Compensation met 4 times; Nominating, Governance & Sustainability met 4 times.
- Lead Independent Director: Frances P. Philip served as Lead Independent Director in fiscal 2025; independent directors met in executive session at each regular Board meeting (4 times).
- Stock ownership guidelines: Non-employee directors must hold share units equal to 4× annual cash retainer ($198,000 in fiscal 2025); all directors/officers subject to guidelines were compliant as of April 8, 2025. Hedging and pledging of company stock are prohibited.
Fixed Compensation
| Program Element (Fiscal 2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $49,500 | Standard cash fee |
| Board Chair additional retainer | $27,000 | Paid to the Chair of the Board |
| Committee retainers – Audit | $13,500 (Chair); $9,000 (Member) | For committee service (Hall not listed on committees) |
| Committee retainers – Talent & Compensation | $9,000 (Chair); $6,300 (Member) | For committee service (Hall not listed) |
| Committee retainers – Nominating, Governance & Sustainability | $7,875 (Chair); $5,400 (Member) | For committee service (Hall not listed) |
| Annual RSU grant (grant-date value) | ~$85,000 | RSUs vest on first anniversary; accelerate on death, disability, or change in control |
| Fiscal 2025 Director Compensation (Hall) | Cash Fees | Stock Awards (RSUs, grant-date value) | Total |
|---|---|---|---|
| Robert J. Hall | $76,500 | $85,003 | $161,503 |
No separate “Option Awards” column appears in the fiscal 2025 director compensation table, indicating no option grants to non-employee directors in that year.
Performance Compensation
| Metric Type | Disclosed Metrics | Payout Basis | Vesting/Terms |
|---|---|---|---|
| Director equity | None (time-based RSUs only) | Not performance-linked | RSUs vest after 1 year; immediate vesting on death, disability, or change in control |
Other Directorships & Interlocks
| Company/Entity | Relationship to VRA | Potential Interlock/Conflict |
|---|---|---|
| Barbara Bradley Baekgaard Foundation (31,358 shares) | Charitable foundation linked to co-founder/director; Hall’s spouse is trustee | Company contributed ~$167,000 to Foundation in fiscal 2025; oversight by Audit Committee under related-party policy |
Expertise & Qualifications
- Extensive experience in investment banking, investment management, financial planning, and private placements, providing strategic and financial oversight capabilities to the Board.
- Long-tenured Board Chair with retail-adjacent private company board exposure (outerwear and optics) and non-profit governance leadership.
Equity Ownership
| Holder/Source | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Directly held by Robert J. Hall | 145,483 | — | Direct beneficial ownership |
| Barbara B. Baekgaard 2009 GRAT (“Baekgaard Trust”) | 2,276,867 | — | Shared voting/investment power among family, including Hall |
| Joan Byrne Hall Trusts | 366,819 | — | Hall’s spouse sole trustee |
| Barbara Bradley Baekgaard Family Foundation | 31,358 | — | Hall’s spouse trustee; charitable trust |
| Total beneficial ownership (Hall) | 2,820,527 | 10.1% | Based on 27,918,140 shares outstanding as of April 8, 2025 |
| Ownership guideline compliance | — | — | All directors subject to guidelines were in compliance as of April 8, 2025 |
| Hedging/Pledging | — | — | Company policy prohibits hedging and pledging by directors |
Governance Assessment
- Independence and conflicts: Hall is not independent under NASDAQ rules and is related by marriage to co-founder/director Barbara Bradley Baekgaard; he also shares voting/investment power over significant blocks of shares via family trusts and a family foundation. This concentration and family ties are governance risk factors requiring robust independent oversight.
- Committee structure mitigants: All standing committee chairs and members are independent; Hall does not sit on Audit, Talent & Compensation, or Nominating & Governance committees, which helps insulate key oversight processes from non-independent influence.
- Ownership alignment: Hall’s 10.1% beneficial stake aligns him with shareholder outcomes; compliance with director ownership guidelines and prohibitions on hedging/pledging support alignment.
- Related-party oversight: Company contributions to the Foundation (~$167,000 in fiscal 2025) and family relationships are reviewed under the Audit Committee’s related-party policy, which requires arm’s-length terms and pre-approval—appropriate but should be monitored closely.
- Shareholder sentiment: Prior say-on-pay support (~98% at 2024 AGM) indicates investor confidence in compensation governance, though this pertains to executive pay rather than director compensation.
RED FLAGS
- Not independent and familial relationship to co-founder/director (potential influence risk).
- Significant beneficial ownership via family trusts and foundation (concentration of control; monitor voting/investment decisions for alignment).
- Ongoing related-party charitable contributions to a foundation where immediate family is a trustee (requires continued strict Audit Committee oversight).