Independent
Tenure on this board
10.0 yrs
3 nominees · 4 ballot items.
Election of three directors; advisory approval of named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (one, two or three years); ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.
Elect three Class II nominees—Hilary Krane, Katie Mitic, and Ali Rowghani—to the Board of Directors.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its executive pay program, which combines base salary, a performance-based annual cash incentive (the Leadership Incentive Program tied to Adjusted Income) and long-term equity incentives (primarily stock options with multi-year vesting). The Board recommends a FOR vote, arguing the program aligns executive incentives with shareholder interests through meaningful equity exposure and performance-based cash bonuses, long vesting schedules, clawback provisions, and stock ownership guidelines. The proposal is routine in modern practice (advisory only) but matters for investor relations: a negative outcome could prompt the compensation committee to revisit plan design, performance metrics, and disclosure; a strong vote supports management’s current approach. The proxy statement notes prior shareholder outreach and indicates management considered investor feedback when designing compensation elements. The advisory vote does not bind RH to any action, but the Board commits to consider the vote’s outcome when setting future compensation.
Non-binding advisory vote to select how often shareholders should be given a say-on-pay (one, two, or three years).
This non-binding proposal asks shareholders to indicate whether say-on-pay votes should be held every one, two, or three years; management recommends annual votes to allow regular shareholder feedback and alignment with the annual review of compensation practices. A plurality/most-votes rule applies; the Board will consider the outcome.
Ratify PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 11.24% | 2,117,074 | $379M |
| 2 | VANGUARD GROUP INC | 6.83% | 1,285,737 | $230M |
| 3 | Senvest Management, LLC | 4.47% | 842,577 | $151M |
| 4 | Point72 Asset Management, L.P.Activist | 4.27% | 803,493 | $144M |
| 5 | BlackRock, Inc. | 4.16% | 783,200 | $140M |
| 6 | UBS Group AG | 2.79% | 524,945 | $94M |
| 7 | ALLIANCEBERNSTEIN L.P. | 2.60% | 490,166 | $88M |
| 8 | STATE STREET CORP | 2.48% | 467,810 | $84M |
| 9 | BlackRock, Inc. | 2.41% | 453,476 | $81M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.16% | 406,227 | $73M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.