Sharon Rothstein
YELPAbout Sharon Rothstein
Independent director at Yelp since March 2019, Rothstein is a consumer and brand executive with deep marketing leadership across hospitality, retail and foodservice. She currently serves as an Operating Partner at Stripes Group and previously held senior marketing roles at Starbucks and Sephora; she holds a Bachelor of Commerce (University of British Columbia) and an MBA (UCLA) . Yelp’s Board has affirmatively determined she is independent under NYSE standards and Yelp’s additional factors . Tenure on Yelp’s Board: since March 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | EVP, Global Chief Marketing Officer | Apr 2013 – Feb 2018 | Led global brand/marketing for a major restaurant category company |
| Sephora | SVP, Marketing | May 2009 – Mar 2013 | Senior marketing leadership in specialty retail |
| Godiva, Starwood Hotels & Resorts, Nabisco, Procter & Gamble | Senior marketing/brand management roles | Prior to 2009 | Built consumer brand expertise across CPG and hospitality |
| Stripes Group | Operating Partner | Oct 2018 – present | Growth-equity operating partner |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InterContinental Hotels Group PLC | Non-Executive Director | Since Jun 2020 | Current public board |
| Block, Inc. | Director | Jan 2022 – Jun 2024 | Former public board; previously on Afterpay until acquisition by Block (Jan 2022) |
| Afterpay Limited | Director | Until Jan 2022 | Role concluded upon acquisition by Block |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member). Current chairs: Compensation – Fred D. Anderson, Jr.; Nominating – Robert Gibbs .
- Independence: Board determined Rothstein is independent under NYSE standards and Yelp’s additional independence factors .
- Attendance and engagement: In 2024, the Board met 8 times; each current director attended at least 75% of aggregate Board/committee meetings during their service period, and all nine then-serving directors attended the 2024 annual meeting; independent directors held four executive sessions .
- Committee activity (2024 meetings): Audit 9; Compensation 5; Nominating 5 .
Fixed Compensation (Director)
| Component | Amount/Policy | Vesting/Notes |
|---|---|---|
| Annual Board retainer (2024) | $40,000 | Cash; payable quarterly; directors may elect RSUs in lieu of cash |
| Committee fees (2024) | Audit Chair $20,000; Audit Member $9,000; Compensation Chair $10,000; Compensation Member $5,000; Nominating Chair $7,500; Nominating Member $2,600 | Cash; election into RSUs permitted |
| Chair of the Board (2024) | Additional $45,000 | Cash; election into RSUs permitted |
| 2025 changes | Board retainer to $45,000; Chair add’l to $47,500; Comp Chair to $15,300; Nominating Chair to $10,000; Audit Member to $10,000; Nominating Member to $3,900 | Approved late 2024 for 2025 program |
Rothstein’s 2024 director cash fees: $47,600 .
Performance Compensation (Director)
| Equity | Grant Value/Details | Vesting/Notes |
|---|---|---|
| Annual RSU (2024) | $205,000 | Vests fully on earlier of 1 year or the next annual meeting |
| New director RSU | $325,000 | Vests in equal annual installments over 3 years |
| 2025 Annual RSU | $247,500 | Increased value effective for 2025 grants |
| Rothstein – 2024 stock award | $205,024 | Annual RSU grant; part of total 2024 compensation |
Note: Yelp’s clawback policy applies to incentive-based compensation for executive officers; director equity is time-based RSUs and not performance-based .
Other Directorships & Interlocks
| Company | Sector Overlap with Yelp | Potential Interlock/Conflict Disclosure |
|---|---|---|
| InterContinental Hotels Group PLC | Hospitality (Yelp has restaurants/travel categories) | No related-party transactions disclosed involving directors; Audit Committee oversees related-party reviews . |
| Block, Inc. (former) / Afterpay (former) | Fintech/Payments | No related-party transactions disclosed involving directors . |
Yelp disclosed no related‑person transactions involving directors exceeding $120,000 during 2024–2025 to date; the Audit Committee reviews and must approve any such transactions under policy .
Expertise & Qualifications
- Significant marketing expertise from iconic consumer brands (Starbucks, Sephora) and leadership in restaurant and hospitality categories .
- Operating partner experience with growth equity (Stripes Group) .
- Academic credentials: B.Comm (UBC) and MBA (UCLA) .
Equity Ownership
| Item | Amount/Status | As of | Notes |
|---|---|---|---|
| Total beneficial ownership | 57,324 shares (<1%) | Mar 3, 2025 | Includes 29,533 options exercisable within 60 days and 27,791 shares held . |
| Unvested RSUs | 8,278 | Dec 31, 2024 | Director awards outstanding . |
| Outstanding stock options | 29,950 | Dec 31, 2024 | Director options outstanding . |
| Ownership guidelines | 5x annual cash retainer (excludes unexercised options; unvested RSUs excluded); compliance deadline later of Dec 31, 2028 or 5 years | Amended Mar 2025 | All current non-employee directors exceed prior (pre-2025) guideline; new guideline raises threshold . |
| Hedging/pledging | Prohibited for directors and officers | Policy | No short sales, hedging, pledging or other speculative transactions permitted . |
Applicable shares outstanding base for percentages: 65,698,183 (for beneficial ownership table) .
Director Compensation (2024) – Individual
| Name | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| Sharon Rothstein | $47,600 | $205,024 | $252,624 |
Additional outstanding equity counts for Rothstein as of 12/31/24: 8,278 unvested RSUs and 29,950 options .
Governance Assessment
-
Strengths
- Independent director with consumer, hospitality and restaurant marketing expertise; serves on Compensation and Nominating committees, aligning skills with key oversight areas .
- Board-level independence affirmed; 100% independent committee composition; strong policies (no hedging/pledging; majority voting with resignation policy) support investor confidence .
- Attendance: Board reports each director met at least the 75% threshold; independent executive sessions held regularly; all directors attended 2024 annual meeting .
- Ownership alignment: Receives annual RSU grants; beneficial ownership includes time-based equity; strengthened director stock ownership guidelines adopted in March 2025 (5x retainer) .
-
Watch items
- External commitments (IHG board; Operating Partner at Stripes) necessitate continued monitoring for time commitments; no related-party transactions disclosed involving Rothstein to date .
- New ownership guidelines increase required holdings while excluding options; directors have until end-2028/within five years to meet the higher threshold; current status disclosed as exceeding prior guideline only .
Contextual governance signals: Yelp’s recent say‑on‑pay support (~94% in 2024) and ongoing shareholder outreach suggest a constructive governance environment, though this pertains to executive pay rather than director pay specifically .
Potential Conflicts & Related-Party Exposure
- Yelp’s Related‑Person Transactions policy requires Audit Committee pre-approval; for 2024–2025, no related‑person transactions involving directors were disclosed .
- Hedging/pledging prohibitions apply to directors; no pledging disclosed .
Committee Composition Snapshot (2024 Activity)
| Committee | Members Including Rothstein | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Anderson (Chair), Jedda, Wells, Rothstein | Fred D. Anderson, Jr. | 5 |
| Nominating & Corporate Governance | Gibbs (Chair), Irvine, Terrill, Rothstein | Robert Gibbs | 5 |
Signals for Investors
- Board effectiveness: Rothstein contributes domain expertise where Yelp competes (restaurants, hospitality), with active service on Compensation and Nominating committees and Board-wide attendance thresholds met .
- Alignment: Director pay structure leans to equity via annual RSUs with clear vesting, and strengthened ownership guidelines enhance long-term alignment (options excluded from ownership calculation) .
- Conflicts: No director-related party transactions disclosed; policy and Audit oversight lower conflict risk .