DEF 14A of RH, May 17, 2024

DEF 14A of RH

Filed May 17, 2024 · FY20230001558370-24-008412

Open on EDGAR

  1. Where can I find the voting results?

    | (6) Includes 423 restricted stock awards that vest on June 29, 2024. |

  2. Where can I find the voting results?

    | (12) Includes 6,953 shares of common stock held by the Rowghani Keshavarz Living Trust and 423 restricted stock awards that vest on June 29, 2024. |

  3. Where can I find the voting results?

    | GARY FRIEDMAN | | | Chairman and Chief Executive Officer Age: 66 Director since 2013 Board Committees: None Class III Director: Continuing in office until the Annual Meeting | Gary Friedman has served as our Chairman and Chief Executive Officer of the Company, and Founder of the RH brand as we know it today, since January 2014. Mr. Friedman joined RH in April of 2001 when the business was known as Restoration Hardware, a $350 million mall-based retail business on the verge of bankruptcy, selling mostly nostalgic discovery items and some Mission-style furniture. He has spent the past 23 years transforming every aspect of the business and building RH into the leading luxury interior design brand in the world today with revenues in excess of $3 billion. While many in the retail industry have been shrinking or closing stores, Mr. Friedman and his team have developed some of the largest and most inspiring retail experiences in the world, many in historically significant buildings with integrated interior design studios, restaurants, and wine, and barista bars. Some examples being RH San Francisco, The Gallery in the Historic Bethlehem Steel Building, RH Chicago, The Gallery in the Historic Three Arts Club, and RH England, a 17th Century, 73 acre estate with three restaurants and one of the most meticulously curated Architecture and Design Libraries, including the first modern printing in 1492 of De Archtectura, The Ten Books on Architecture by Vitruvius. Mr. Friedman is continuing to elevate and evolve the RH brand with the introduction of RH Guesthouses, a new hospitality concept for travelers seeking privacy and luxury, the first of which opened in New York City, and the second under construction in Aspen, inclusive of the first RH Bath House & Spa, and where the Company will also be introducing RH Residences, fully furnished luxury homes with integrated services that deliver taste and time value to discerning time starved consumers. Prior to RH, Mr Friedman spent 14 years in various positions at Williams-Sonoma Inc. lastly serving as President and Chief Operating Officer, and President of the Williams-Sonoma, Pottery Barn, and West Elm brands. Mr. Friedman was responsible for transforming Pottery Barn from a $50 million table top and accessories business into a billion dollar plus home lifestyle brand. Mr Friedman also developed the revolutionary Williams-Sonoma Grande Cuisine stores, and conceptualizing and developing the West Elm brand. Mr. Friedman began his career as a stock boy at the Gap store in Santa Rosa California. He spent eleven years with the Gap, and held the positions of Store Manager, District Manager, and Regional Manager overseeing 63 stores in Southern California. | | Qualifications: | Mr. Friedman was selected to our Board of Directors because of his leadership in re-conceptualizing and developing the RH brand and business into the leading luxury home brand in the North American market, his deep and unmatched expertise in developing and rapidly growing many of the leading consumer brands in the home furnishings space, and his extensive knowledge of building and leading complex multi-branded and multi-channel organizations. |

  4. Where can I find the voting results?

    | MARK DEMILIO | | | Lead Independent Director Age: 68 Director since 2009 Board Committees: Audit, Compensation, Nominating and Corporate Governance Class I Director: Continuing in office until the 2025 annual meeting | Mark Demilio has served as a member of our Board of Directors since September 2009 and currently serves as the board’s Lead Independent Director. Mr. Demilio currently serves as a member of the Board of Directors and Chairman of the audit committee of SCP Health, a privately-held provider of emergency medicine and hospitalist services through physician staffing and management since September 2015. Since January 2021, Mr. Demilio has been serving as a consultant to Spinnaker Medical, a privately held special purpose acquisition company. Mr. Demilio served as a member of the Board of Directors of Cosi, Inc., a national restaurant chain, from April 2004 to May 2017, served on its audit committee, its compensation committee and its nominating and corporate governance committee, and served for a time as Chairman of the Board of Directors of Cosi and as the interim Chief Executive Officer of Cosi. From June 2018 through December 2020, Mr. Demilio was a member of the Board of Directors and Chairman of the audit committee of Nurse Assist, a medical device manufacturer and distributer. From February 2014 through March 2016, Mr. Demilio served as a member of the Board of Directors and Chairman of the audit committee of The Paslin Company, a private company that designs, assembles and integrates robotic assembly lines for the automotive industry. From December 2000 until his retirement in October 2008, Mr. Demilio served as the Chief Financial Officer of Magellan Health Services, Inc., a Nasdaq-listed managed specialty healthcare company that managed the delivery of behavioral healthcare treatment services, specialty pharmaceuticals and radiology services. Mr. Demilio has also been the General Counsel for Magellan Health Services, the Chief Financial Officer and General Counsel of Youth Services International, Inc., an attorney specializing in corporate and securities law with the law firms of Miles & Stockbridge and Piper & Marbury, a financial analyst for CareFirst BlueCross BlueShield of Maryland and a certified public accountant with Arthur Andersen LLP. | | Qualifications: | Mr. Demilio was selected to our Board of Directors because he possesses particular knowledge and experience in accounting, finance and capital structure, strategic planning and leadership of complex organizations and board practices of other major corporations. |

  5. Where can I find the voting results?

    | LEONARD SCHLESINGER | | | Age: 71 Director since 2014 Board Committees: Compensation Class I Director: Continuing in office until the 2025 annual meeting | Leonard Schlesinger was appointed to our Board of Directors in April 2014. Dr. Schlesinger has served as Baker Foundation Professor of Business Administration at Harvard Business School, a role he returned to in July 2013 after serving as the President of Babson College from July 2008 until July 2013 and having held various positions at public and private companies. He also serves as a Director and Chair of the Audit Committee of DataPoint Capital Acquisition Corporation and a Director of View Point Holdings. From 1999 to 2007, Dr. Schlesinger held various executive positions at Limited Brands, Inc. (L Brands, Inc.), a formerly listed NYSE company, including Vice Chairman of the Board of Directors and Chief Operating Officer. While at Limited Brands, he was responsible for the operational and financial functions across the enterprise, including Express, Limited Stores, Victoria’s Secret Beauty, Bath and Body Works, C.O. Bigelow, Henri Bendel, and White Barn Candle Company. Dr. Schlesinger also served as Executive Vice President and Chief Operating Officer at Au Bon Pain Co., Inc. and as a director of numerous public and private retail, consumer products, and technology companies. Dr. Schlesinger has also held leadership roles at leading MBA and executive education programs and other academic institutions, including twenty years at Harvard Business School, where he served as the George Fisher Baker Jr. Professor of Business Administration. Dr. Schlesinger holds a Doctor of Business Administration from Harvard Business School, an MBA from Columbia University, and a Bachelor of Arts in American Civilization from Brown University. | | Qualifications: | Dr. Schlesinger was selected for our Board of Directors because he possesses extensive leadership, operational, financial, and business expertise from his significant and broad experience with numerous private and public retail companies. | | CARLOS ALBERINI | | | Age: 68 Director since 2010 Board Committees: None Class III Director: Continuing in office until the Annual Meeting | Carlos Alberini has served on our Board of Directors since June 2010. Mr. Alberini currently serves as a member of the Board of Directors and Chief Executive Officer of Guess?, Inc., a NYSE-listed specialty retailer of apparel and accessories, since February 2019. Mr. Alberini previously served as the Chairman and Chief Executive Officer of Lucky Brand from February 2014 to February 2019. Mr. Alberini served as our Co-Chief Executive Officer from June 2010 through October 2012 and from July 2013 through January 2014, and he served as our sole Chief Executive Officer from October 2012 through July 2013. Mr. Alberini was President and Chief Operating Officer of Guess from December 2000 to June 2010. From May 2006 to July 2006, Mr. Alberini served as Interim Chief Financial Officer of Guess. Mr. Alberini served as a member of the Board of Directors of Guess from December 2000 to September 2011. Prior to Guess, Mr. Alberini served as Senior Vice President and Chief Financial Officer of Footstar, Inc., a retailer of footwear from October 1996 to December 2000. From May 1995 to October 1996, Mr. Alberini served as Vice President of Finance and Acting Chief Financial Officer of the Melville Corporation, a retail holding corporation. From 1987 to 1995, Mr. Alberini was with The Bon-Ton Stores, Inc., an operator of department stores, in various capacities, including Corporate Controller, Senior Vice President, Chief Financial Officer and Treasurer. Prior to that, Mr. Alberini served in various positions at PricewaterhouseCoopers LLP. | | Qualifications: | Mr. Alberini was selected to our Board of Directors because he possesses particular knowledge and experience in retail and merchandising, branded consumer goods, accounting, financing and capital finance, board practices of other large retail companies and leadership of complex organizations. |

  6. Where can I find the voting results?

    | KEITH BELLING | | | Age: 66 Director since 2016 Board Committees: None Class III Director: Continuing in office until the Annual Meeting | Keith Belling has served on our Board of Directors since April 2016, and previously served as an advisor to the Board of Directors from May 2015 to April 2016. Mr. Belling is the co-founder and former Chairman and Chief Executive Officer of popchips, Inc. (“popchips”), a leading better-for-you snack food business that launched in 2007. He previously served as popchips’ Chief Executive Officer from 2007 through 2012, leading the company to sales and distribution at over 30,000 retail stores across North America and the United Kingdom and served as the Chairman of the Board from 2007 through 2019. Mr. Belling is also the founder and former Chief Executive Officer of RightRice, a next generation rice brand that launched in February 2019, in Whole Foods Markets nationwide and on Amazon. Mr. Belling has served as an advisor to several innovative consumer, real estate and technology companies, including Modern Meadow Inc., Olly Nutrition, and LBA Realty LLC. Mr. Belling also has founded other businesses, including e-commerce company AllBusiness.com, a leading small business portal, founded in 1998, where Mr. Belling formerly served as Chief Executive Officer and which was acquired by NBCi. Mr. Belling was a real estate attorney with Morrison & Foerster LLP, where he represented a diverse clientele including developers and real estate investors. | | Qualifications: | Mr. Belling was selected to our board because of his experience as a founder, leader, and entrepreneur of several innovative consumer companies, as well as his background and experience in the real estate sector. | | ERI CHAYA | | | Age: 50 Director since 2012 Board Committees: None Class I Director: Continuing in office until the 2025 annual meeting | Eri Chaya has served on our Board of Directors since 2012, and has served as our President, Chief Creative and Merchandising Officer since November 2017. Ms. Chaya leads product curation and integration, brand creative and business development for RH Interiors, Contemporary, Modern, Beach House, Ski House, Outdoor, Baby & Child and TEEN, across the Company’s physical, digital and print channels of distribution. Ms. Chaya previously served as RH’s Co-President, Chief Creative and Merchandising Officer and Director from May 2016 to November 2017, Chief Creative Officer from April 2008 to May 2016 and Vice President of Creative from July 2006 to April 2008. Prior to RH, Ms. Chaya was a creative director at Goodby, Silverstein and Partners, an international advertising agency, and a creative director at Banana Republic. | | Qualifications: | Ms. Chaya was selected to our Board of Directors because of her extensive knowledge and experience in design, product development, brand development, marketing and advertising. |

  7. Where can I find the voting results?

    | HILARY KRANE | | | Age: 60 Director since 2016 Board Committees: Audit Class II Director: Continuing in office until the 2026 annual meeting | Hilary Krane has served on our Board of Directors since her appointment in June 2016. Ms. Krane is currently the Chief Legal Officer for Creative Artists Agency. Up until February 2022, Ms. Krane served in various executive roles at Nike since 2010, including most recently as Executive Vice President, Chief Administrative Officer and General Counsel for NIKE, Inc. Prior to joining NIKE, Inc., Ms. Krane was General Counsel and Senior Vice President for Corporate Affairs at Levi Strauss & Co. from 2006 to 2010. From 1996 to 2006, she was a partner and assistant general counsel at PricewaterhouseCoopers LLP. Ms. Krane has been a director at the Federal Reserve Bank of San Francisco, Portland Branch since January 2018. Ms. Krane holds a Bachelor of Arts from Stanford University and a J.D. from the University of Chicago. | | Qualifications: | Ms. Krane was selected to our Board of Directors because of her extensive operational, compliance and business experience contributing to the growth and development of innovative and iconic global brands. | | KATIE MITIC | | | Age: 54 Director since 2013 Board Committees: Audit Class II Director: Continuing in office until the 2026 annual meeting | Katie Mitic is currently Chief Executive Officer and Co-founder of SomethingElse, Inc., a direct-to-consumer beverage company that launched in 2019. From 2012 to 2017, Ms. Mitic was the Chief Executive Officer and Co-founder of Sitch, Inc., a startup building innovative mobile consumer products. Prior to Sitch, Ms. Mitic served in executive leadership positions at innovative growth companies, including Facebook, Inc. and Palm, Inc. As Director of Platform & Mobile Marketing at Facebook, she grew developer products and partnerships globally. As Senior Vice President, Product Marketing at Palm, she expanded the company’s product lines and international footprint up until its acquisition by Hewlett-Packard. Earlier in her career, Ms. Mitic worked at NetDynamics (acquired by Sun Microsystems), where she launched the industry’s first application server, at Four11, where she built the industry leading email service RocketMail (now Yahoo! Mail) and at Yahoo!, where she served as Vice President and General Manager. She currently serves on the Boards of Directors of private and non-profit organizations, including DVx Ventures and LeanIn.Org. Ms. Mitic received her B.A. from Stanford University and her M.B.A. from Harvard Business School. | | Qualifications: | Ms. Mitic was selected to our Board of Directors because of her extensive leadership, operational and entrepreneurial experience with innovative growth companies and global consumer technology companies. |

  8. Where can I find the voting results?

    | ALI ROWGHANI | | | Age: 51 Director since 2015 Board Committees: Nominating and Corporate Governance Class II Director Continuing in office until the 2026 annual meeting | Ali Rowghani was appointed to our Board of Directors on January 22, 2015. Mr. Rowghani has served in executive leadership positions at innovative growth companies, including Twitter, Inc. and Pixar Animation Studios, Inc. At Twitter, Mr. Rowghani was hired as the Company’s first Chief Financial Officer in March 2010, and later served as Chief Operating Officer, with responsibility for business development, platform, media, product, and business analytics, from December 2012 to June 2014. Most recently, Mr. Rowghani was the Managing Director of the YCombinator Continuity Fund, which invests in growth-stage startups and which Mr. Rowghani helped launch in 2015. Prior to Twitter, from June 2002 to February 2010, Mr. Rowghani served in various leadership roles at Pixar, including Chief Financial Officer and Senior Vice President, Strategic Planning, reporting to Pixar founder and President, Ed Catmull. Mr. Rowghani holds a B.A. in International Relations and an M.B.A. from Stanford University. | | Qualifications: | Mr. Rowghani was selected to our Board of Directors because he possesses extensive operational, financial and leadership experience, and because of his expertise in scaling innovative and high-growth companies. |

  9. Where can I find the voting results?

    | GARY FRIEDMAN | | | Chairman and Chief Executive Officer Age: 66 | Gary Friedman has served as our Chairman and Chief Executive Officer of the Company, and Founder of the RH brand as we know it today, since January 2014. Previously, Mr. Friedman served as our Co-Chief Executive Officer and Director from July 2013 to January 2014, and as Chairman and Co-Chief Executive Officer from May 2010 to October 2012. From October 2012 to July 2013, Mr. Friedman served as Chairman Emeritus, Creator and Curator on an advisory basis, and as Chief Executive Officer and a member of our Board of Directors from March 2001 to October 2012, during which time he served as our Chairman from March 2005 to June 2008. Mr. Friedman joined RH from Williams-Sonoma, Inc. where he spent 14 years serving as President and Chief Operating Officer from May 2000 to March 2001, as Chief Merchandising Officer of Williams-Sonoma, Inc. and President of Retail from 1995 to 2000, and as Executive Vice President of Williams-Sonoma, Inc. and President of the Williams-Sonoma and Pottery Barn brands from 1993 to 2000 during which time Mr. Friedman was responsible for transforming Pottery Barn from a $50 million dollar table top and accessories business into a billion dollar plus home furnishings lifestyle brand. Mr. Friedman also developed and rolled out the revolutionary Williams-Sonoma Grande Cuisine stores, growing the brand from less than $100 million to almost $1 billion. Lastly, while at Williams-Sonoma Mr. Friedman spent several years conceptualizing and developing the West Elm brand, which launched shortly after he left the company. Mr. Friedman joined Williams-Sonoma in 1988 as Senior Vice President of Stores and Operations. Mr. Friedman began his retail career in 1977 as a stock-boy at the Gap store in Santa Rosa, California. He spent eleven years with Gap, and held the positions of Store Manager, District Manager and Regional Manager overseeing 63 stores in Southern California. | | ERI CHAYA | | | President, Chief Creative and Merchandising Officer Age: 50 | Eri Chaya has served as our President, Chief Creative and Merchandising Officer since November 2017 and on our Board of Directors since 2012. Ms. Chaya leads product curation and integration, brand creative and business development for RH Interiors, Contemporary, Modern, Beach House, Ski House, Outdoor, Baby & Child and TEEN, across the Company’s physical, digital and print channels of distribution. Ms. Chaya previously served as RH’s Co-President, Chief Creative and Merchandising Officer and Director from May 2016 to November 2017, Chief Creative Officer from April 2008 to May 2016 and Vice President of Creative from July 2006 to April 2008. Prior to RH, Ms. Chaya was a creative director at Goodby, Silverstein and Partners, an international advertising agency, and a creative director at Banana Republic. |

  10. Where can I find the voting results?

    | JACK PRESTON | | | Chief Financial Officer Age: 49 | Jack Preston has served as our Chief Financial Officer since March 2019 and leads all financial functions, including strategic and financial planning, accounting, treasury, tax, internal audit, investor relations, as well as our legal, compliance and technology teams, across the Company’s multiple businesses and brands. Mr. Preston served as RH’s Senior Vice President, Finance and Chief Strategy Officer from August 2014 to March 2019, and Senior Vice President, Finance and Strategy from April 2013 to August 2014. Prior to RH, Mr. Preston worked for Bank of America Merrill Lynch for over 12 years, where he served as a Director in the consumer and retail investment banking group. Mr. Preston holds a bachelor of commerce degree from the Sauder School of Business at the University of British Columbia. | | EDWARD LEE | | | Chief Legal & Compliance Officer Age: 52 | Edward Lee has served as our Chief Legal & Compliance Officer since March 2019. Mr. Lee joined RH in October 2012 as Deputy General Counsel and was promoted to Chief Legal Officer in August 2015. Mr. Lee is also a member of the Disclosure Committee. Prior to RH, Mr. Lee was Vice President & Deputy General Counsel, Assistant Corporate Secretary at MGM Resorts International from January 2008 to October 2012. Mr. Lee holds a law degree from the University of California, Berkeley School of Law; an M.P.P. from Harvard University, The Kennedy School of Government; and a BA cum laude in Government/Public Policy from Pomona College. | | STEFAN DUBAN | | | Chief Gallery & Customer Officer Age: 41 | Stefan Duban has served as our Chief Gallery & Customer Officer since 2021 and is responsible for the global operations of the Company’s Galleries, Interior Design, Hospitality, Trade, Contract, Outlet and the Gallery Optimization Teams. Mr. Duban is in his 24th year at RH and began his career as a part-time sales associate in our Thousand Oaks, CA Gallery. He has held the positions of Gallery Leader, Vice President of Home Delivery, Vice President and Regional Field Leader, and most recently, Chief Gallery Officer of RH. |

  11. Shareholder Outreach Campaign & Feedback

    | WHAT WE HEARD | WHAT WE DID | | Shareholders regularly communicate to us their preference that we provide clear and readily accessible information in our proxy statements | We have continued to fine tune our proxy statement presentation, including providing more information in tables and charts rather than within lengthy narrative form in order to make the proxy statement easier to read and the information more accessible | | Shareholders have communicated a preference for further disclosures around the nature and reason for the metrics used in our annual (short-term) cash bonus or Leadership Incentive Program | We have provided additional disclosure in our compensation discussion and analysis (“CD&A”) in order to explain the reasons we chose certain compensation metrics and to show how our program is aligned with shareholder interests | | Shareholders requested information related to other performance metrics such as total shareholder return (“TSR”) | After receiving feedback from shareholders regarding the disclosure of other performance metrics for our business, we have been providing additional information regarding key metrics such as TSR in our Annual Report on Form 10-K and in our shareholder letters in which we report our financial results and we disclose similar information here in our proxy statement for convenience We have also included a stock performance table to disclose a measure of TSR, as well as enhanced disclosures regarding TSR under the caption “Stock Performance” in our CD&A included below Although we do not use TSR as a direct metric as part of our long-term incentive strategy, we believe that the stock price performance metric that we do use in equity awards is likely to be well correlated with other metrics such as TSR Please see “—Fiscal 2023 Business Highlights” included below |

  12. Shareholder Outreach Campaign & Feedback

    BOARD’S ROLE IN RISK OVERSIGHT Our Board of Directors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy, including the most significant risks facing us, and oversees the implementation of risk mitigation strategies by leadership. Our Board of Directors is also apprised by leadership of particular risk management matters in connection with the board’s general oversight and approval of corporate matters and significant transactions. In addition, each of the board committees is responsible for risk management under its area of responsibility and consistent with its charter and such other responsibilities as may be delegated to them by the Board of Directors from time to time. See “Environmental, Social and Governance—Board Oversight of Cybersecurity Matters.” DIRECTOR & EXECUTIVE STOCK OWNERSHIP GUIDELINES Our Board of Directors has adopted stock ownership guidelines applicable to all directors and senior executive officers of the Company in order to further align the financial interest of our directors and senior executive officers with the interests of our investors. The guidelines provide that the Chief Executive Officer should own RH stock with a value at least equal to six times annual base salary and other senior executive officers should own two times annual base salary. The guidelines provide that directors should own RH stock with a value at least equal to two times the amount of the annual cash retainer paid to directors. Senior executive officers and directors are expected to achieve the stock ownership levels under these guidelines by the later of five years from the effective date of the guideline or the date of their hire, promotion or appointment, except for the Chief Executive Officer for whom these guidelines were effective immediately upon their adoption in May 2018. All senior executive officers and directors are in compliance with the guidelines. Our Chairman and Chief Executive Officer, Mr. Friedman, has consistently maintained a significant equity ownership interest in the Company and, as of May 3, 2024, beneficially owns approximately 25.0% of the Company’s common stock which, based on the average closing price for RH stock for fiscal 2023, was valued at approximately 947.2 times his annual base salary for fiscal 2023, far above the multiple of six times salary minimum ownership requirement. The foregoing calculation was based on shares owned directly, shares owned indirectly and reported as beneficially owned for Section 16 reporting purposes, and the “in the money” value of stock options, restricted stock and restricted stock units that are no longer subject to vesting or selling restrictions. Additional information regarding the shareholdings of our other named executive officers and directors is set forth in this proxy statement in the section entitled “Security Ownership of Top Shareholders & Leadership.”

  13. 10b5-1 Trading Plans

    | (1) In May 2020, in connection with his service as Lead Independent Director, Mr. Demilio received a refresh stock option for 30,000 shares, which vests in five equal installments over five years, subject to his continuous service as the Lead Independent Director. In April 2024, in connection with Mr. Demilio’s ongoing service as Lead Independent Director, Mr. Demilio received (1) a refresh stock option award for 36,000 shares, which vest in six equal installments over six years and (2) 4,000 shares of restricted stock, with 1/8 of the aggregate number of shares vesting on a quarterly basis, each subject to his continuous service as the Lead Independent Director. |

  14. 10b5-1 Trading Plans

    | NAME | FEES EARNED | STOCK AWARDS(1) | TOTAL | | Carlos Alberini | $135,000 | $136,308 | $271,308 | | Keith Belling | $135,000 | $136,308 | $271,308 | | Mark Demilio | $290,000 | $136,308 | $426,308 | | Hilary Krane | $160,000 | $136,308 | $296,308 | | Katie Mitic | $160,000 | $136,308 | $296,308 | | Ali Rowghani | $150,000 | $136,308 | $286,308 | | Leonard Schlesinger | $210,000 | $136,308 | $346,308 |

  15. 10b5-1 Trading Plans

    | (1) Reflects the aggregate grant date fair value of the awards of restricted stock made in fiscal 2023, computed in accordance with FASB ASC 718. Refer to Note 17—Stock-Based Compensation in our audited consolidated financial statements contained in our 2023 Annual Report. Amounts shown do not reflect compensation actually received or that may be realized in the future by the director. |

  16. 10b5-1 Trading Plans

    At February 3, 2024 the last day of fiscal 2023, the aggregate number of unvested restricted stock awards and unexercised stock options held by each of our directors, other than Mr. Friedman and Ms. Chaya, is set forth below. Information regarding equity awards held by Mr. Friedman and Ms. Chaya is set forth in the table above entitled “—Outstanding Equity Awards at Fiscal Year-End.”

  17. 10b5-1 Trading Plans

    | NAME | UNVESTED RESTRICTED STOCK(1) | UNEXERCISED STOCK OPTIONS | | Carlos Alberini | 423 | — | | Keith Belling | 423 | — | | Mark Demilio | 423 | 50,000(2) | | Hilary Krane | 423 | — | | Katie Mitic | 423 | — | | Ali Rowghani | 423 | — | | Leonard Schlesinger | 423 | — |

  18. 10b5-1 Trading Plans

    | (1) All restricted stock awards listed above will vest as to 100% of the shares on June 29, 2024. |

  19. Fiscal 2023 Financial Performance

    Fiscal 2023 Financial Performance Fiscal 2023 was a year of adversity, innovation, and investment for team RH as we faced the most challenging housing market in three decades while investing in the most compelling product transformation and platform expansion in our history. We have positioned the RH brand to gain market share while building the foundation for our global expansion across the United Kingdom, Europe, Australia and the Middle East over the next several years. While aggressively investing during a downturn has put pressure on our short-term results, it also positions us to capitalize on the long-term opportunities that present themselves during times of disruption and dislocation. Highlights of our fiscal 2023 financial performance include:

  20. Equity Compensation Framework

    Equity Compensation Framework We believe that compensation paid to our executive officers should be structured to align with the performance of the business. We achieve this alignment in part by providing a substantial portion of compensation to our executive officers in the form of equity awards. This approach generally aligns executive compensation with shareholder stock price appreciation. In addition, we have structured the equity awards made to our Chairman and Chief Executive Officer to have a substantial performance component. Performance for these purposes is measured by stock price appreciation over a minimum four-year service period. We believe that our approach to equity compensation for our executive officers has contributed to our overall business performance and the long-term appreciation in our share price. We believe that compensation paid to our executive officers should be closely aligned with the performance of the Company, on both a short-term and long-term basis. The compensation committee’s decision-making regarding executive compensation in any given fiscal year is informed in part by the financial performance of the Company as well as the strategic and business initiatives pursued by the Company during the year and over time. The Company undergoes an annual process to assess the compensation of its senior leadership team to assure that there is strong alignment with the Company’s performance goals and long-term business strategy. In terms of equity compensation for our executive officers, we have instituted a number of investor friendly practices in connection with stock-based incentive awards. The Company recognizes the dilutive impact of stock-based incentive awards on our shareholders. We strive to balance the impact of dilution with our need to attract and retain talent. In addition, we rely on a number of other measures to address the dilutive effects of equity awards including: (i) use of longer term vesting with respect to many equity awards, a large number of which have a seven-year vesting measurement period, (ii) back-end loaded vesting with respect to some of our equity grants, (iii) avoiding mechanistic or formulaic grant practices that may create expectations around annual refresh grants that are not linked to market and business conditions, and (iv) repurchase of shares under our share repurchase programs as an offsetting mechanism to reduce dilution from equity awards. See “Executive Compensation—Compensation Discussion & Analysis” below for additional information regarding equity awards to our executive officers.

  21. 2020 Stock Option Award to Chairman and Chief Executive Officer

    2020 Stock Option Award to Chairman and Chief Executive Officer In fiscal 2020, the Company granted a multi-year stock option award (the “2020 Stock Option Award”) to the Chairman and Chief Executive Officer that is tied to the Company’s future stock price performance and the continuing service of the Chairman and Chief Executive Officer over time. The Company has determined that linking the Chairman and Chief Executive Officer’s equity award to future stock price performance is an important construct to align the Chairman and Chief Executive Officer’s compensation with the overall financial performance of the Company over time. In fiscal 2017, the compensation committee determined to grant to the Chairman and Chief Executive Officer a multi-year equity award under the 2012 Stock Incentive Plan to purchase 1,000,000 shares of the Company’s common stock with performance conditions tied to stock price performance, which the compensation committee determined to be a transparent and accessible measure of overall value that aligned the Chairman and Chief Executive Officer’s compensation with a long-term view in leading the Company and with the returns experienced by investors over time.

  22. 2020 Stock Option Award to Chairman and Chief Executive Officer

    | CORPORATE GOVERNANCE | 2024 PROXY STATEMENT | 43 |

  23. 2020 Stock Option Award to Chairman and Chief Executive Officer

    The 2017 multi-year stock option award structure was implemented as a result of the compensation committee’s extensive efforts to create an award that created strong alignment between the Chairman and Chief Executive Officer and the objectives of the Company’s shareholders. In its fiscal 2019 annual review of executive compensation, the compensation committee affirmed the effectiveness of the multi-year equity structure. The Company’s financial and operational performance improved and its stock price performed exceptionally well during the years following the 2017 multi-year stock option award to the Chairman and Chief Executive Officer. The 2017 multi-year stock option award required substantial stock price appreciation from the Company’s share price on the date of grant: the stock price performance targets in Mr. Friedman’s 2017 multi-year stock option award were set at $100, $125 and $150 per share, measured over a minimum four-year time period from the date of grant and represented premiums to the grant-date stock price of 105.7%, 157.1% and 208.5%, respectively. As of February 2, 2018, the last trading day of fiscal 2017, the closing price of the Company’s common stock was $92.04 per share, a substantial increase over the price at the time of the equity award to Mr. Friedman in May 2017. As of February 1, 2019, the last trading day of fiscal 2018, the closing price of the Company’s common stock had further increased to $133.64 per share, and as of January 31, 2020, the last trading day of fiscal 2019, the closing price of the Company’s common stock had further increased to $208.75 per share. The 2020 Stock Option Award has the same overall time-based and performance-based structure as the 2017 multi-year stock option award made to Mr. Friedman, except that the stock price performance levels, the exercise price and the number of shares covered by the new award have been adjusted to take into account the market conditions, including the RH common stock price and the number of RH shares outstanding. Based on the strong performance of the Company’s stock price since the date of the 2017 multi-year stock option award, the compensation committee concluded in fiscal 2020 that all of the performance hurdles under the award would be met in May 2021. Mindful of this positive outcome, the 2020 Stock Option Award was structured to resume with a new four-year performance period that commences upon completion of the performance measurement period for the 2017 multi-year stock option award. Accordingly, the new award provides for the continuation of essentially the same performance methodology used in the 2017 multi-year stock option award using enhanced stock price levels that are substantially above the RH stock price at the time of 2020 grant. See “Executive Compensation—Compensation Discussion & Analysis” below for additional information regarding the equity compensation of our Chairman and Chief Executive Officer.

  24. 2020 Stock Option Award to Chairman and Chief Executive Officer

    | 44 | 2024 PROXY STATEMENT | CORPORATE GOVERNANCE |

  25. Responsible Sourcing

    To monitor compliance of product partners with the Product Partner Code of Conduct and other applicable requirements necessary to promote the production of safe products that meet RH’s standards in appropriate working conditions, we rely on our Social and Product Partner Compliance Program and our Product Safety and Compliance Program. Both of these programs leverage third-party organizations in order to monitor that our vendors are adhering to our expected standards. We have partnered with international non-profit organizations including Fair Working Conditions (“FWC”), GoodWeave, and Label STEP, to monitor our third-party vendors with respect to working conditions and compliance with labor standards. Our approach includes working with mission-minded organizations that can monitor our suppliers’ factories, workshops, and home based work, and can take other measures to support our vendors in complying with standards related to working conditions and responsible practices. Waterworks, through FWC, conducts audits in third-party factories where its products are manufactured to ensure compliance with labor standards Our suppliers are expected to acknowledge adherence to our Product Partner Code of Conduct and other requirements which set forth numerous vendor obligations and rules related to compliance with applicable working conditions and other standards in support of responsible business practices. Vendors in our network must participate in our Social and Product Partner Compliance Program, which authorizes us and our agents access to conduct inspections and audits of vendors’ facilities. We have partnered with Benchmark International to monitor for products made with endangered plant species or plant species that are harvested illegally. Benchmark International, LLC is an accredited, independent auditing and testing lab with world-wide expertise in the areas of the U.S. Lacey Act & EUTR compliance, TSCA compliance and wood testing. RH and Waterworks continue to partner with Assent, an industry-leading supply chain data management company that enhances automation and accuracy when collecting, submitting or managing data related to ESG, product safety and compliance and vendor compliance. Assent has automated our processes such as vendor onboarding and other vendor compliance processes. Assent has assisted us in achieving compliance with product regulatory requirements, including CA Proposition 65, EU RoHS, TSCA Restrictions, and EU Waste Framework. In addition, Waterworks has worked extensively to ensure all of its faucets, water dispensers, and pot fillers met NSF 61 certification standards by the required date. We have established guidelines around the use in our supply chain of conflict minerals (which we define to include columbite-tantalite (coltan), cassiterite, gold, wolframite, and their derivatives, which are limited to tantalum, tin and tungsten) sourced from central African countries to address concerns over the exploitation and trade of minerals that supports ongoing conflicts in the region. We require our vendors to conduct their sourcing in compliance with local and internationally recognized laws and with commonly viewed best industry practices with respect to animal welfare. We do not condone the mistreatment of animals. We monitor certain animal and natural products such as those made with down and feathers, including a number of measures and practices in support of our efforts to obtain down and feathers from ethical and humane sources. We offer alternatives to down and feathers with respect to many of our products to provide for additional customer choice and preference. We also comply with and monitor bans in certain states and municipalities on the sale of fur, and we monitor supply chain traceability with regard to the sources of our Belgian linen. Since 2021, RH has partnered with Benchmark International, LLC to support due diligence on the wood raw materials and components used in RH products. This partnership focuses on building transparency throughout RH supply chains to identify, evaluate, and mitigate risk associated with wood materials potentially taken, possessed, transported, or sold in contravention of domestic, tribal, or foreign law, as required by the U.S. Lacey Act.

  26. Performance-Based Annual Cash Incentives

    Performance-Based Annual Cash Incentives We have adopted the Leadership Incentive Program (“LIP”), which is a cash-based incentive compensation program designed to motivate and reward annual performance for eligible employees, including our named executive officers. The compensation committee considers annually whether LIP bonus targets should be established for the year and, if so, approves the group of employees eligible to participate in the LIP for that year. The LIP includes various incentive levels based on the participant’s position with the Company. Cash bonuses under the LIP link a significant portion of the named executive officer’s total cash compensation to our overall performance. The LIP bonus for our named executive officers is based on achievement of financial objectives, rather than individual performance, in order to focus the entire senior management team on the attainment of enterprise-wide financial objectives. Each named executive officer is provided a target bonus amount equal to a percentage of the eligible portion of such officer’s base salary (which eligible portion is based on the salary earned during the fiscal year). The target bonus amount is based on the Company meeting the target achievement level for the relevant financial objective.

  27. Performance-Based Annual Cash Incentives

    | + | | | 68 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  28. Performance-Based Annual Cash Incentives

    The compensation committee, either as a committee or with the Board of Directors as a whole, sets the financial objectives each year under the LIP, and the payment and amount of any bonus depends upon whether we achieve at least a certain percentage of the financial objectives under the LIP. The compensation committee, either as a committee or with the Board of Directors as a whole, generally establishes such objectives for the Company at levels that it believes can be reasonably achieved with strong performance over the fiscal year. In making the determination of minimum and target levels, the compensation committee and/or the Board of Directors may consider the specific circumstances facing our Company during the year and our strategic plan for the year. The compensation committee and the Board of Directors have discretion to interpret the LIP’s performance objectives in light of relevant factors both internal and external to the Company, and to adjust the amount paid under the LIP accordingly. The compensation committee and the Board of Directors exercise such discretion based on business judgment, taking into account both recurring and extraordinary factors affecting performance of the Company as well as other relevant factors. The compensation committee may consult the Board of Directors, as deemed necessary, with respect to material issues concerning the administration of the LIP, including interpretations of the terms of the LIP. For fiscal 2023, the performance metric for the LIP was based on adjusted income, which we define as consolidated operating income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our ongoing operating performance (“Adjusted Income”). We believe that Adjusted Income provides meaningful information regarding the performance of our business and facilitates a meaningful evaluation of operating results on a comparable basis with historical results. We do not adjust for depreciation or amortization. Therefore, Adjusted Income indirectly reflects the Company’s capital use and capital expenditures, which are important factors of our long-term business strategy. We believe the use of Adjusted Income is relevant in assessing overall performance of the Company and aligns this performance metric with the interests of shareholders. In April 2024, the compensation committee reviewed the Company’s financial results related to the LIP targets set in the prior year and determined that the Company did not reach the achievement level with respect to the Company’s performance objectives. As a result, the compensation committee determined that the amount of the payout under the LIP would be set at 0%.

  29. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    Multi-Year Stock Option Awards to Chairman and Chief Executive Officer Our last two stock options awards to Mr. Friedman were granted on a multi-year basis in May 2017 (the “2017 Stock Option Award”) and in October 2020 (the “2020 Stock Option Award”), in reliance on certain selling restrictions tied to stock price appreciation that are measured over a four-year initial performance period and have been designed to reward Mr. Friedman for long-term stock price appreciation. The 2020 Stock Option Award contains the same overall structure as the 2017 Stock Option Award by utilizing both time-based service period requirements and performance-based metrics. The 2017 Stock Option Award was granted for 1 million shares at an exercise price of $50 per share with stock price performance targets of $100, $125 and $150 per share, which performance hurdles each represented a substantial premium above the prevailing RH common stock price at the time of the grant. The 2020 Stock Option Award was granted for 700,000 shares at an exercise price of $385.30 per share with stock price performance targets of $500, $650 and $800 per share, which performance hurdles each represented a substantial premium above the prevailing RH common stock price at the time of the grant. The compensation committee determined to grant Mr. Friedman the 2020 Stock Option Award to cover the successive four-year period upon the expiration of the time-based service requirements of the 2017 Stock Option Award in order to provide a continuation of the stock price performance methodology of the 2017 award for four successive performance years commencing in May 2021 through May 2025 at enhanced price levels.

  30. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 69 |

  31. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    Selling restrictions attached to the shares with respect to these multi-year awards only lapse upon the achievement of both certain time-based service period requirements and certain stock price-based performance objectives. The compensation committee believes that the combination of time-based restrictions and performance-based restrictions tied to stock price appreciation creates a strong alignment between Mr. Friedman and the objectives of the Company’s shareholders. The RH stock price has substantially exceeded the performance hurdles under the 2017 Stock Option Award granted to Mr. Friedman such that all of the selling restrictions associated with that award have lapsed. The Board of Directors and the compensation committee concluded that the 2017 Stock Option Award was a successful incentive structure for the Chief Executive Officer using a combination of both time-based restrictions and performance-based restrictions to create strong alignment between the Chief Executive Officer and the Company’s shareholders. Selling Restrictions Lapsed for 2020 Stock Option Award The following table quantifies the stock price appreciation from the date of grant that were required as of the date of the initial grant in order to achieve each performance target under the 2020 Stock Option Award:

  32. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | | PRICE TARGET ($) | PREMIUM TO GRANT DATE STOCK PRICE (%) | | Exercise Price | $385 | 0.0% | | Performance Target | $500 | 29.8% | | Performance Target | $650 | 68.7% | | Performance Target | $800 | 107.6% |

  33. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    A portion of the time-based service period requirements and stock price-based performance hurdles for the 2020 Stock Option Award have been achieved during the first year of performance measurement under the 2020 Stock Option Award from May 2021 through May 2022 as follows: 58,333 shares with stock price performance hurdle of $500 per share 58,333 shares with a stock price performance hurdle of $650 per share The selling restrictions under the 2020 Stock Option Award with respect to the remaining 583,334 shares have not yet been achieved. The compensation committee believes that the stock price appreciation and stock option exercise metrics of the 2020 Stock Option Award provide substantial incentive for Mr. Friedman to help to achieve stock price appreciation in the years ahead, which the compensation committee believes create a high degree of alignment with successful outcomes for the Company’s investors. If Mr. Friedman’s employment with RH is terminated (i) by RH without cause, (iii) by Mr. Friedman for good reason (as such terms are defined in the option award agreement), or (iii) for death or disability (as such terms are defined in the option award agreement), then any share selling restrictions on shares subject to the 2020 Stock Option Award that would have been eligible to lapse at any time during the twelve-month period following such termination had such termination not occurred will be eligible to lapse based solely upon the achievement of the stated stock price performance levels at any point during such twelve-month period. For further details regarding the option award agreement with respect to the 2020 Stock Option Award, refer to the Company’s Current Report on Form 8-K filed on October 21, 2020.

  34. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | + | | | 70 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  35. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    We continue to believe that our executive compensation program, including the compensation of our Chairman and Chief Executive Officer, is clearly structured to reflect the best interests of shareholders and that if we continue to drive improving operational and financial performance investors will be rewarded by stock price appreciation. OVERVIEW OF COMPENSATION PROGRAM & PHILOSOPHY

  36. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | OUR COMPENSATION PROGRAM IS DESIGNED TO DO THE FOLLOWING: | | | Attract and retain | We focus on attracting and retaining top-caliber, knowledgeable and experienced senior executives | | Encourage an ownership and entrepreneurial mindset | Our programs create in our leadership an ownership and entrepreneurial mindset in order to align the annual and long-term strategic goals of our executives with those of our Company and our shareholders, including improvements in shareholder returns | | Motivate | Our programs motivate our executives to achieve superior results for our Company and our shareholders | | Reward performance | We pay for performance that is achieved through creativity, the capitalization of unique strategic opportunities and business initiatives, and results in shareholder-aligned financial successes, including improvements in our stock price | | Encourage appropriate risk taking | Our programs focus our executives to analyze business initiatives where we seek return on investment that exceeds downside risks | | Provide transparent reward systems | Our reward systems are easily understood by our leaders and shareholders | | Reinforce the succession planning process | Our programs help leadership to focus on identifying, and help us reward, retain and promote from within, the next generation of senior leadership to achieve the Company’s growth, profitability and other objectives through increased responsibilities and compensation |

  37. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    This compensation philosophy guides the compensation committee in assessing the compensation to be paid to our executives, including our named executive officers. The compensation committee endeavors to ensure that the total compensation paid to the named executive officers is fair, competitive and consistent with our compensation philosophy. This compensation philosophy also guides the compensation committee as to the proper allocation among current cash compensation (in the form of annual base salary), short-term compensation (in the form of performance-based, annual cash incentives), and long-term compensation (in the form of equity incentive compensation). We evaluate both the performance and compensation of our named executive officers annually to ensure that the executive compensation program we implement achieves these goals.

  38. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 71 |

  39. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    One of our overriding goals informing our compensation philosophy is to create in our leadership an ownership and entrepreneurial mindset in order to align leadership performance with improvements in shareholder returns. Our compensation programs aim to improve upon this interest alignment through various methods, including the use of stock options for equity grants, the use of long-term price performance targets in the award granted to our Chief Executive Officer and various profit metrics in the bonus plan. We have implemented executive compensation policies and practices that reinforce our compensation philosophy and align with those commonly-viewed best practices and sound governance principles that we believe are appropriate for us. The following chart summarizes these policies and practices:

  40. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | PRACTICES WE FOLLOW |

  41. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    100% independent directors on our compensation committee Annual review and approval of our compensation strategy Independent compensation consultant engaged by our compensation committee Performance-based cash incentives Significant portion of executive compensation is either tied to corporate performance directly or indirectly through stock price performance because of the equity component of compensation We use five year vesting schedules for some of our equity grants (frequently with 20% vesting in each year). In more recent years, we have shifted our vesting practices to use back-end loaded vesting periods with respect to many of our equity awards, which we believe motivates our team members and leaders in favor of creating long-term shareholder value on a sustained basis. With regard to back-end loaded vesting, we often use schedules along these lines: Our seven-year award structure would generally vest 10% in years one, two and three; 15% in years four and five; and 20% in years six and seven Our five-year award structure would generally vest either (i) 15% in years one and two; 20% in year three; and 25% in years four and five, or (ii) 10% in years one and two; 20% in year three; and 30% in years four and five In May 2018, the board adopted stock ownership guidelines applicable to all directors and executive officers of the Company in order to further align the financial interest of our directors and executive officers with the interest of our investors In October 2023, we adopted a Clawback Policy which requires the Company to recover erroneously awarded compensation that is granted, earned or vested based in whole or in part upon the attainment of a financial reporting measure and that is received by our current and former executive officers during the three fiscal years preceding the date that the Company is required to prepare the accounting restatement Broad-based company-sponsored health and retirement benefits programs

  42. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | + | | | 72 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  43. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | PRACTICES WE AVOID |

  44. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    No “single trigger” change of control benefits No post-termination retirement- or pension-type non-cash benefits or perquisites for our executive officers that are not available to our team members generally No short sales with respect to our common stock or hedging or derivative transactions involving our securities by directors, officers, team members or other insiders No discount stock options or stock appreciation rights (“SARs”). Under the 2023 Equity Plan, all stock options and SARs will be granted with an exercise price equal to or greater than the fair market value of our common stock on the date the stock option or SAR is granted We have not repriced, replaced or repurchased underwater stock options or SARs, which is prohibited in absence of approval by our shareholders for grants under the 2023 Equity Plan No acceleration of share vesting generally—instead, we have simple customary levels of severance protection commensurate with a senior position No tax gross-ups for change of control benefits No defined value pensions or long term cash incentives like supplemental retirement plans or other forms of long-term deferred compensation No equity awards for leadership with short-term restrictions or vesting, such as one-, two- or three-year vesting Under the 2023 Equity Plan, transfers of awards are only permitted (i) by will, (ii) by the laws of descent and distribution and (iii) for awards other than incentive stock options, to the extent authorized by the administrator No annual “evergreen” provision under the 2023 Equity Plan. The 2023 Equity Plan does not contain an annual “evergreen” provision that provides for automatic increases of shares of our common stock authorized for issuance under the plan. The 2023 Equity Plan authorizes a fixed share reserve. Therefore, we would have to obtain shareholder approval to increase the 2023 Equity Plan’s share reserve

  45. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 73 |

  46. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    COMPENSATION COMMITTEE REVIEW OF COMPENSATION Our Board of Directors has established a compensation committee that is generally responsible for the oversight, implementation and administration of our executive compensation plans and programs. The compensation committee engages in the following, either together with the Board of Directors as a whole or as a committee, making recommendations to the Board of Directors regarding approval, as necessary: Annually review and approve the Company’s corporate goals and objectives relevant to compensation of the Chief Executive Officer; Evaluate the Chief Executive Officer’s performance in light of such goals and objectives; and Determine and approve the Chief Executive Officer’s compensation level based on this evaluation. In addition, the compensation committee annually reviews the following: Annual base salary levels; Annual incentive compensation levels; Long-term incentive compensation levels; and Any supplemental or special benefits. And, the compensation committee ensures that appropriate overall corporate performance measures and goals are set and determine the extent to which the established goals have been achieved and any related compensation earned; Determines the appropriateness of, and in some cases retain, a compensation consultant to offer advice for the consideration of the compensation committee and consider the independence of such consultant in accordance with applicable SEC and NYSE rules; and Performs other necessary tasks related to the implementation and administration of executive compensation plans and programs. The compensation committee’s annual review of executive compensation generally occurs within the first and second fiscal quarter of each year. During fiscal 2023, the compensation committee’s annual review of executive compensation occurred in August 2023 with merit increases also effective August 2023. COMPENSATION LEVEL SETTING PROCESS Our compensation committee reviews the following, among other factors, when determining compensation: The individual’s performance and contributions to financial objectives; Equity awards previously granted to the executive, which includes amounts of such awards that remain unvested or are under selling restrictions and therefore continue to incentivize future performance; Individual leadership, expectations, expertise, skill, and knowledge; Overall compensation, including base salary and bonus opportunity, as a whole; Analyses of competitive market compensation practices and labor market conditions; Alignment with the long-term business strategy of the Company; Retention and succession planning; Input from senior leadership, including our Chairman and Chief Executive Officer; and Input from an independent compensation consultant.

  47. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | + | | | 74 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  48. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    As we are headquartered in the San Francisco Bay Area, which is a highly dynamic and competitive market for talent, we seek to provide competitive compensation practices for our executive leadership in order to attract and retain the best available talent. To set a competitive, reasonable and appropriate level of compensation, the Board of Directors and the compensation committee take a holistic approach and consider all relevant factors to the compensation decision being made in any given year. The Board of Directors’ and the compensation committee’s approach to evaluating these factors is subjective, not formulaic, and may place more or less weight on a particular factor when determining a particular executive officer’s compensation. ROLE OF LEADERSHIP IN DETERMINING EXECUTIVE COMPENSATION In determining the total compensation for each executive officer, the Board of Directors and the compensation committee consider the specific recommendations of our Chairman and Chief Executive Officer (other than with respect to his own compensation) and may consider input from other senior members of leadership. Our Chairman and Chief Executive Officer plays a significant role in the compensation setting process for the other named executive officers by: Evaluating their performance; Discussing the role and responsibilities of the relevant executive officer within the Company and the expected future contributions of the executive officer; Considering retention and succession planning; Recommending business performance targets and establishing objectives; and Recommending salary levels, bonuses and equity awards. Our Chairman and Chief Executive Officer annually reviews the compensation paid to other named executive officers over the fiscal year through presentations to the compensation committee, either as a committee or together with the Board of Directors as a whole, and provides his recommendations regarding the compensation to be paid to such persons during the next year. Following a review of such recommendations, the Board of Directors or the compensation committee, after reviewing the other factors and input as discussed above, takes action regarding such compensation recommendations as it deems appropriate. The Board of Directors and the compensation committee also consider input from our Chairman and Chief Executive Officer, as well as our Chief Financial Officer and certain of our Presidents, when setting performance objectives for our performance-based incentive program. Our executive compensation program is designed to reward successful annual performance while encouraging long-term value creation for our shareholders. Short- and long-term incentive compensation is subject to rigorous, objective, at-risk performance hurdles across our performance metrics and performance periods, which the compensation committee intends to be an incentive to leadership to drive Company performance and encourage prudent risk management consistent with the Company’s financial and strategic goals.

  49. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 75 |

  50. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    ROLE OF COMPENSATION CONSULTANTS The compensation committee has periodically engaged compensation consultants to assist the committee in assessing compensation market conditions. Since January 2017, from time-to-time the compensation committee has engaged Mercer to provide evaluations and recommendations concerning our executive and board compensation programs and to advise the compensation committee with respect to structuring our compensation plans to achieve our business objectives. Mercer has provided evaluations and recommendations concerning our executive and board compensation programs and has advised the compensation committee with respect to structuring our compensation plans. For example, Mercer provided support to the compensation committee in connection with equity awards and compensation for our leadership and in particular in connection with the structuring and details of the multi-year equity award granted in fiscal 2020 to our Chairman and Chief Executive Officer. The compensation committee has considered the independence of Mercer in accordance with applicable SEC and NYSE rules. Although Mercer worked with leadership to develop plans that support our business objectives while carrying out its duties for the compensation committee, Mercer was retained by and reports directly to the compensation committee and does not provide any other services to the Company other than those approved by the compensation committee that would not constitute a conflict of interest or that would not otherwise compromise their independence. ANALYSES OF COMPETITIVE MARKET PRACTICES Due to the unique nature of our Company and the lack of direct industry competitors, we do not engage in a formal benchmarking process in setting compensation. Instead, we consider from time to time, as the compensation committee deems appropriate, an array of available data and information in order to assess the competitiveness of our compensation program and philosophy, including market information concerning local and national market compensation practices that are determined to be relevant to the Company. Given the location of our corporate headquarters in the San Francisco Bay Area, we pay close attention to the opportunities that exist for executives at other growth companies, both inside and outside the retail industry, located in the San Francisco Bay Area, including public companies, as well as private companies that could be candidates for an initial public offering in the future. We conducted a comprehensive review of market compensation practices for executive officer compensation in fiscal 2016 and then again conducted reviews in relation to our review of our Chief Executive Officer’s compensation at the respective time of setting each of his fiscal 2017 multi-year equity grant and at the time of setting his fiscal 2020 multi-year equity grant. In the case of our market check activities with respect to the Chief Executive Officer equity awards, we focused on compensation practices for a variety of different companies, including companies of similar sizes to us, companies that have out-performed the market in terms of growth and return measures, and companies that had adopted multi-year equity awards for a Chief Executive Officer or other senior executive officers. Certain of these other companies had adopted such senior executive multi-year equity awards that included various performance metrics, including in some instances stock price performance. In terms of industry sectors of the companies that were part of these market checks, these other companies included technology and disruptive growth companies, retail and consumer businesses including specialty retail business, and various other industry verticals.

  51. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | + | | | 76 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  52. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    In addition, when making decisions with respect to most significant compensation matters with respect to our executive officers and other members of our senior leadership team, we examine compensation metrics used by some of these different market check companies with a particular emphasis on companies headquartered in the San Francisco Bay Area. In connection with the comprehensive review of market compensation practices, the Company and the compensation committee consider the executive compensation practices and the market data as reference points in the review of the Company’s compensation practices, but do not benchmark or use market data in order to set compensation for the executive officers and other executives of the Company. EXECUTIVE COMPENSATION COMPONENTS The principal components of our compensation program for our named executive officers are summarized in the chart below, which is followed by a detailed explanation of the principal components of our compensation program for our named executive officers. In determining our named executive officers’ overall compensation program, the compensation committee and the Board of Directors, as applicable, each considers how a particular component motivates performance and promotes retention and sound long-term decision-making.

  53. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | COMPENSATION ELEMENTS | OBJECTIVES | | Annual base salary | Compensate for services rendered during the fiscal year | | Performance-based annual cash incentives | Motivate and reward our named executive officers for specific annual financial and/or operational goals and objectives | | Long-term equity incentive compensation | Attract and retain our named executive officers and align the financial rewards paid to our named executive officers with our long-term performance and the financial interests of our shareholders | | Perquisites and other personal benefits | Provide a competitive level of perquisites to better enable us to attract and retain superior team members for key positions | | Employment agreements; severance and change of control benefits | Promote stability and continuity of senior leadership |

  54. Multi-Year Stock Option Awards to Chairman and Chief Executive Officer

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 77 |

  55. Performance-Based Annual Cash Incentives

    Performance-Based Annual Cash Incentives We have adopted the LIP, which is a cash-based incentive compensation program designed to motivate and reward annual performance for eligible team members, including our named executive officers. The compensation committee considers annually whether LIP bonus targets should be established for the year and, if so, approves the group of team members eligible to participate in the LIP for that year. The LIP includes various incentive levels based on the participant’s position with the Company. Cash bonuses under the LIP are designed to link a significant portion of the named executive officer’s total cash compensation to our overall performance. The LIP bonus for our named executive officers is based on achievement of performance objectives, rather than individual performance, in order to focus the entire senior leadership team on the attainment of enterprise-wide financial objectives. Each named executive officer is provided a target bonus amount equal to a percentage of the eligible portion of such officer’s base salary (which eligible portion is based on the salary earned during the fiscal year). The target bonus amount is based on the Company meeting the target achievement level for the relevant performance objectives.

  56. Performance-Based Annual Cash Incentives

    | + | | | 78 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  57. Performance-Based Annual Cash Incentives

    The compensation committee and/or the Board of Directors establishes the target achievement level at which 100% of such participant’s target bonus will be paid (the “100% Achievement Level”), the minimum threshold achievement level at which 20% of the participant’s target bonus will be paid (the “20% Achievement Level”) and the achievement level at which 200% of the participant’s target bonus will be paid (the “200% Achievement Level”). The exact amount of the bonus payable under the LIP is based on the level of achievement of such performance objectives, with the bonus amount increasing for each named executive officer as a percentage of the eligible portion of such officer’s base salary to the extent the achievement of such performance objectives for the fiscal year exceeds the 100% Achievement Level, and with the bonus amount decreasing as a percentage of base salary to the extent the achievement of such performance objectives for the fiscal year is below the 100% Achievement Level (but above the 20% Achievement Level). The compensation committee also may adopt separate minimum or maximum payout amounts for certain individuals under the LIP. The LIP is structured so that no bonuses are paid under the LIP unless we meet the 20% Achievement Level. The compensation committee, either as a committee or with the Board of Directors as a whole, sets the performance objectives each year under the LIP, and the payment and amount of any bonus depends upon whether we achieve at least a certain percentage of the performance objectives under the LIP. The compensation committee, either as a committee or with the Board of Directors as a whole, generally establishes such objectives for the Company at levels that it believes can be reasonably achieved with strong performance over the fiscal year. The compensation committee and the Board of Directors have discretion to interpret the LIP’s performance objectives in light of relevant factors both internal and external to the Company, and to adjust the amount paid under the LIP accordingly. The compensation committee and the Board of Directors exercise such discretion based on business judgment, taking into account both recurring and extraordinary factors affecting performance of the Company as well as other relevant factors. The compensation committee may consult the Board of Directors, as deemed necessary, with respect to material issues concerning the administration of the LIP, including interpretations of the terms of the LIP. In making the determination of minimum and target achievement levels, the compensation committee and/or the Board of Directors may consider the specific circumstances facing our Company during the year and our strategic plan for the year. In general, the LIP targets are established based upon the Company’s operating plans and objectives for the fiscal year in question, which in turn are formulated in part based upon the results for the previous fiscal year. The compensation committee sets the LIP targets with the objective of encouraging the leadership team to drive financial performance based upon the Company’s operating plan and financial objectives for the year in question. The following table sets forth the bonus targets as a percentage of the eligible portion of the executive’s base salary under the LIP that would have been applicable in fiscal 2023 for our executive officers at the 20% Achievement Level, the 100% Achievement Level and the 200% Achievement Level. During its annual review of the LIP for the executive officers for fiscal 2023, the compensation committee determined not to make any changes to the bonus targets as a percentage of the eligible portion of the executive’s base salary for Mr. Friedman, Mr. Preston, Ms. Chaya, Mr. Duban and Mr. Lee from such targets for fiscal 2022.

  58. Performance-Based Annual Cash Incentives

    | ACHIEVEMENT LEVEL | GARY FRIEDMAN | JACK PRESTON | ERI CHAYA | STEFAN DUBAN | EDWARD LEE | | Below 20% | —% | —% | —% | —% | —% | | 20% | 20% | 10% | 10% | 10% | 10% | | 100% | 125% | 50% | 50% | 50% | 50% | | 200% | 250% | 100% | 100% | 100% | 100% |

  59. Performance-Based Annual Cash Incentives

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 79 |

  60. Performance-Based Annual Cash Incentives

    For fiscal 2023, the performance objective for the LIP was based on Adjusted Income. In April 2024, the compensation committee reviewed the Company’s financial results related to the LIP targets set in the prior year and determined that the Company did not reach the achievement level with respect to the Company’s performance objectives. As a result, the compensation committee determined that the amount of the payout under the LIP would be set at 0%, as shown in the table below:

  61. Performance-Based Annual Cash Incentives

    | The compensation committee approved payment of the fiscal 2023 bonuses earned under the LIP for our named executive officers as follows: [pending: 2023] | | | | | | | FISCAL 2023 | | | | | NAME | BONUS EARNED UNDER THE LIP | ELIGIBLE PORTION OF BASE SALARY | BONUS EARNED AS % OF ELIGIBLE BASE SALARY | CHANGE FROM FISCAL 2022 BONUS AS % OF BASE SALARY | | Gary Friedman | $— | $1,250,000 | —% | (250)% | | Jack Preston | $— | $896,698 | —% | (100)% | | Eri Chaya | $— | $1,271,698 | —% | (100)% | | Stefan Duban | $— | $822,642 | —% | (100)% | | Edward Lee | $— | $671,698 | —% | (100)% |

  62. Performance-Based Annual Cash Incentives

    The LIP provides substantial variation in compensation from year to year based upon the achievement of financial performance objectives, as reflected in the table below on a fiscal year basis. In prior years, we have paid bonuses under the LIP based on financial performance that has exceeded targets and partially met targets, and we have not paid bonuses under the LIP when the Company has not met targets.

  63. Performance-Based Annual Cash Incentives

    | | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | | Achievement level | 90% | 170% | 175% | 200% | 200% | 100% | 0% |

  64. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We believe that providing long-term incentives as a component of compensation helps us to attract and retain our named executive officers. These incentives also align the financial rewards paid to our named executive officers with our long-term performance, thereby encouraging our named executive officers to focus on our long-term performance goals. In June 2023, the compensation committee performed its annual review of executive compensation, including a review of the Company’s annual share usage, or “burn rate,” and equity use as they relate to equity grants for named executive officers to determine if the Company’s overall grant practices with respect to its named executive officers were appropriate and in line with our compensation philosophy and objectives. The compensation committee also took into consideration (i) Mr. Friedman’s recommendations, other than with respect to his own compensation, (ii) the competitive environment for executive talent in the San Francisco Bay Area, (iii) each executive officer’s current equity holdings and the present value thereof and (iv) our continued desire to align our executive officers’ long-term interests with those of our shareholders.

  65. Long-Term Equity Incentive Compensation

    | + | | | 80 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  66. Long-Term Equity Incentive Compensation

    In fiscal 2023, the compensation committee determined to make additional equity awards to the other named executive officers. The compensation committee approved grants of stock options to the named executive officers, as follows:

  67. Long-Term Equity Incentive Compensation

    | NAME | STOCK OPTIONS | RESTRICTED STOCK UNITS | | Gary Friedman | — | — | | Jack Preston | 15,000(1) | — | | Eri Chaya | 25,000(1) | — | | Stefan Duban | 20,000(1) | — | | Edward Lee | 5,000(1) | — |

  68. Long-Term Equity Incentive Compensation

    | (1) The stock option was granted at an exercise price of $264.27 per share, the fair market value of our common stock on June 9, 2023, the date of grant. The options vest on each anniversary of the date of grant with 10% of the options on each of years 1, 2 and 3, 15% of the options on each of years 4 and 5 and 20% of the options on each of years 6 and 7, and expire in 10 years, subject to the named executive officer’s continued service. |

  69. Long-Term Equity Incentive Compensation

    The compensation committee’s determinations with respect to equity grants for team members generally for fiscal 2023 were also influenced by the desire to manage the annual share usage, or “burn rate,” and thus the compensation committee elected to substantially limit new equity grants to existing team members, focusing primarily on grants to new hires and with respect to promotions in fiscal 2023. We primarily used stock options in our equity grants, in lieu of “full value” awards such as restricted stock units, as part of our long-term equity incentive plan. As a high-growth company, we believe the use of stock options creates strong alignment with our executives with regard to the expectation of shareholders for the Company to exceed and increase its value over time. At the same time, we have historically granted some “full value” awards and believe that such awards can be an appropriate alternative as our share price has increased substantially since the IPO and in that context a full value award allows for the grant of a lower number of shares than a stock option award which can result in a grant of restricted stock units being an appropriate equity award structure or portion of an overall award in some instances. For fiscal 2023, we used back-end loaded seven-year vesting periods for most of our equity awards rather than five-year vesting periods. We believe these longer vesting periods motivate our team members and executives to take a sustainable approach in creating long-term shareholder value and allow for these equity awards to create a retention structure over a seven-year period as opposed to a shorter timeframe.

  70. Long-Term Equity Incentive Compensation

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 81 |

  71. Employment Agreements; Severance and Change of Control Benefits

    Employment Agreements; Severance and Change of Control Benefits We have entered into agreements with certain key team members, including certain of the named executive officers, which agreements provide severance benefits in the event of certain terminations of employment. These severance protection agreements are designed to promote stability and continuity of senior leadership. Information regarding amounts that would be payable under such agreements for the named executive officers is provided under the heading “—Potential Payments Upon Termination and Change in Control” below. None of our agreements with our officers or team members or other applicable policies have tax gross-up features. In the event that any termination payments made to our Chairman and Chief Executive Officer are deemed under Section 280G of the Code, to constitute excess parachute payments subject to an excise tax, then such payments will be payable either (i) in full or (ii) as to such lesser amount that would result in no portion of such payments being subject to the excise tax, and our Chairman and Chief Executive Officer will receive the greater, on an after-tax basis, of (i) or (ii) above, as determined by an independent accountant or tax advisor selected by our Chairman and Chief Executive Officer and paid for by the Company.

  72. Employment Agreements; Severance and Change of Control Benefits

    | + | | | 82 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  73. Employment Agreements; Severance and Change of Control Benefits

    RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAM We conducted an assessment of the Company’s compensation policies and practices for its team members and concluded that these policies and practices as currently designed are appropriately weighted among base salaries and short- and long-term incentives such that the Company’s team members are not encouraged to take excessive risks. The compensation committee believes that such compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the compensation committee reviewed the compensation elements that comprise our compensation program, as well as the objectives that each item is designed to encourage, as described above under “—Executive Compensation Components.”

  74. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned by our named executive officers in fiscal 2023, fiscal 2022 and fiscal 2021.

  75. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION(2) | OPTION AWARDS(3) | ALL OTHER COMPENSATION(4) | TOTAL | | Gary Friedman Chairman and CEO | 2023 | $1,250,000 | $— | $— | $42,948(5) | $1,292,948 | | | 2022 | $1,250,000 | $1,562,500 | $— | $28,398 | $2,840,898 | | | 2021 | $1,250,000 | $3,125,000 | $— | $157,285 | $4,532,285 | | Jack Preston Chief Financial Officer | 2023 | $896,698 | $— | $2,371,824 | $41,251(6) | $3,309,773 | | | 2022 | $865,385 | $432,692 | $— | $37,000 | $1,335,077 | | | 2021 | $811,538 | $811,538 | $— | $37,000 | $1,660,076 | | Eri Chaya President, CCO, CMO & Director | 2023 | $1,271,698 | $— | $3,953,040 | $39,500(7) | $5,264,238 | | | 2022 | $1,240,383 | $620,192 | $— | $37,000 | $1,897,575 | | | 2021 | $1,173,077 | $1,173,077 | $— | $37,000 | $2,383,154 | | Stefan Duban Chief Gallery & Customer Officer | 2023 | $822,642 | $— | $3,162,432 | $12,000 | $3,997,074 | | | 2022 | $725,000 | $362,500 | $— | $12,000 | $1,099,500 | | Edward Lee Chief Legal & Compliance Officer | 2023 | $671,698 | $— | $790,608 | $12,000 | $1,474,306 | | | 2022 | $635,577 | $317,788 | $— | $12,000 | $965,365 | | | 2021 | $561,538 | $561,538 | $— | $12,000 | $1,135,076 |

  76. Summary Compensation Table

    | (1) In order to ensure comparability between periods, the amounts for fiscal 2023 exclude an additional week of base salary due to the Company’s 53-week year in fiscal 2023. |

  77. Summary Compensation Table

    | (2) Reflects the cash awards that our named executive officers received under our LIP. |

  78. Summary Compensation Table

    | (3) Reflects the aggregate grant date fair value of the awards made in fiscal 2023 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock-Based Compensation (“FASB ASC 718”) rather than the amount paid to or realized by the named executive officer. Refer to Note 17—Stock-Based Compensation in our consolidated financial statements contained in our 2023 Annual Report. No equity grants were made to the named executive officers in fiscal 2022 or fiscal 2021. |

  79. Summary Compensation Table

    | (4) For fiscal 2023, reflects perquisites to the named executive officers in the form of car allowances, except as otherwise noted. |

  80. Summary Compensation Table

    | (5) Represents $12,000 in the form of a car allowance and $30,948 in income imputed to Mr. Friedman related to certain personal use of corporate aircraft. |

  81. Summary Compensation Table

    | (6) Represents $12,000 in the form of a car allowance, $27,500 in the form of third-party concierge medical services for Mr. Preston and $1,751 in income imputed to Mr. Preston related to certain personal use of corporate aircraft. |

  82. Summary Compensation Table

    | (7) Represents $12,000 in the form of a car allowance and $27,500 in the form of third-party concierge medical services for Ms. Chaya. |

  83. Summary Compensation Table

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 85 |

  84. Summary Compensation Table

    For a description of actions taken by the compensation committee with respect to base salaries of our named executive officers for fiscal 2023, please see section entitled “—Compensation Discussion & Analysis—Annual Base Salary” above. For a description of the material terms of the named executive officers’ employment agreements, please see the section entitled “—Employment & Other Compensation Agreements” below. For a description of our Non-Equity Incentive Plan Compensation, please see the section entitled “—Compensation Discussion & Analysis—Performance-Based Annual Cash Incentives” above. For the compensation committee’s determination of awards under the LIP for our named executive officers for fiscal 2023, please see the section entitled “—Compensation Discussion & Analysis—Performance-Based Annual Cash Incentives” above. For the vesting schedules of outstanding equity awards and additional information concerning outstanding equity awards, please see “—Outstanding Equity Awards at Fiscal Year-End” below.

  85. Grants of Plan-Based Awards

    Grants of Plan-Based Awards As further described above in the Compensation Discussion & Analysis section of this proxy statement, the named executive officers are eligible to receive an annual cash bonus based on a percentage of their base salary under our LIP. Our Company’s financial objectives with respect to the LIP are generally established each year and the payment and the amount of any bonus depend upon whether our Company achieves the applicable performance goals. The specific amount any participant could receive generally depends on the level of our performance. The amounts shown in these columns for the named executive officers are based on the following assumptions: In the “threshold” column, the amount for each named executive officer reflects the minimum bonus that would be awarded if we reach the 20% achievement level of our financial objectives, which is the minimum achievement level required for bonus payouts under the LIP. In the “target” column, the amount for each named executive officer reflects the bonus amount that would be awarded if we reach the 100% achievement level of our financial objectives. In the “maximum” column, the amount for each named executive officer reflects the bonus that would be awarded if we reach the 200% achievement level of our financial objectives.

  86. Grants of Plan-Based Awards

    | + | | | 86 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  87. Grants of Plan-Based Awards

    The following table provides information on the possible payouts under our LIP for fiscal 2023 based on certain assumptions about the achievement of performance objectives for our Company and the individual named executive officer at various levels assuming we had followed the same convention used in prior fiscal years with a low point achievement level set at 20%, a high point set at 200% and a midpoint target achievement level set at 100%. The following table does not set forth the actual bonuses to be awarded to the named executive officers for fiscal 2023 under the LIP. The actual bonuses awarded to the named executive officers for fiscal 2023 are reported in the Summary Compensation Table above under the column entitled “Non-Equity Incentive Plan Compensation.”

  88. Grants of Plan-Based Awards

    | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | | ALL OTHER STOCK AWARDS: # OF SHARES OF STOCK OR UNITS | ALL OTHER OPTION AWARDS # OF SECURITIES UNDERLYING OPTIONS | EXERCISE OR BASE PRICE OF OPTION AWARDS | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(2) | | NAME | GRANT DATE | THRESHOLD | TARGET | MAXIMUM | | | | | | Gary Friedman | — | $250,000 | $1,562,500 | $3,125,000 | — | — | — | — | | Jack Preston | — | $89,670 | $448,349 | $896,698 | — | — | — | — | | | 6/9/2023 | — | — | — | — | 15,000 | $264.27 | $2,371,824 | | Eri Chaya | — | $127,170 | $635,849 | $1,271,698 | — | — | — | — | | | 6/9/2023 | — | — | — | — | 25,000 | $264.27 | $3,953,040 | | Stefan Duban | — | $82,264 | $411,321 | $822,642 | — | — | — | — | | | 6/9/2023 | — | — | — | — | 20,000 | $264.27 | $3,162,432 | | Edward Lee | — | $67,170 | $671,698 | $671,698 | — | — | — | — | | | 6/9/2023 | — | — | — | — | 5,000 | $264.27 | $790,608 |

  89. Grants of Plan-Based Awards

    | (1) Target awards as a percentage of the eligible portion of base salary for the named executive officers are set forth in the section entitled “—Compensation Discussion & Analysis—Performance-Based Annual Cash Incentives” above. |

  90. Grants of Plan-Based Awards

    | (2) For stock option awards, reflects the aggregate grant date fair value of the awards made in fiscal 2023, computed in accordance with FASB ASC 718. Refer to Note 17—Stock-Based Compensation to our audited consolidated financial statements contained in our 2023 Annual Report. Amounts shown do not reflect compensation actually received or that may be realized in the future by the named executive officer. For option awards, grant date fair market value is calculated by multiplying the number of options granted by the fair market value of the Company’s shares on the date of grant. The grant date fair value for stock option awards was $158.12 per share on June 9, 2023, the date on which the stock option awards were made. |

  91. Grants of Plan-Based Awards

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 87 |

  92. Grants of Plan-Based Awards

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table shows all outstanding stock options awards held by the named executive officers as of February 3, 2024, the last day of fiscal 2023. The named executive officers did not have any outstanding restricted stock unit awards as of February 3, 2024.

  93. Grants of Plan-Based Awards

    | | STOCK OPTION AWARDS | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | | | | | NAME | EXERCISABLE (#) | UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | | Gary Friedman | 1,000,000 | — | $50.00 | 5/1/2027 | | | 700,000(1) | — | $385.30 | 10/17/2030 | | Jack Preston | 6,250 | — | $87.31 | 5/5/2025 | | | 31,500 | 38,500(2) | $101.25 | 4/1/2029 | | | 3,000 | 7,000(3) | $154.82 | 4/28/2030 | | | — | 15,000(4) | $264.27 | 6/8/2033 | | Eri Chaya | 100,000 | — | $61.30 | 5/7/2024 | | | 10,000 | — | $87.31 | 5/5/2025 | | | 100,000 | — | $39.42 | 5/3/2026 | | | 50,000 | — | $109.87 | 6/5/2028 | | | 22,500 | 27,500(2) | $101.25 | 4/1/2029 | | | 9,000 | 21,000(3) | $154.82 | 4/28/2030 | | | — | 25,000(4) | $264.27 | 6/8/2033 | | Stefan Duban | 100 | — | $87.31 | 5/5/2025 | | | 160 | — | $44.52 | 4/20/2026 | | | 1,900 | — | $25.39 | 6/26/2026 | | | 6,250 | — | $151.35 | 6/22/2028 | | | 1,125 | 1,000(5) | $101.25 | 4/1/2029 | | | 12,000 | 28,000(3) | $154.82 | 4/28/2030 | | | — | 20,000(4) | $264.27 | 6/8/2033 | | Edward Lee | — | 2,000(5) | $101.25 | 4/1/2029 | | | — | 2,800(3) | $154.82 | 4/28/2030 | | | — | 5,000(4) | $264.27 | 6/8/2033 |

  94. Grants of Plan-Based Awards

    | (1) Represents options granted to Mr. Friedman under the 2012 Plan on October 18, 2020. These options are fully vested but the underlying shares are subject to selling restrictions that only lapse upon the achievement of both certain stock price-based performance objectives and certain time-based service period requirements. As of February 3, 2024, 583,334 of these options were subject to selling restrictions. |

  95. Grants of Plan-Based Awards

    | (2) Represents options granted on April 2, 2019. Subject to continuous service, these options vest on each anniversary of the date of grant with 15% of the total options granted on year 5 and 20% of the total options granted on each of years 6 and 7, and will be fully vested on April 2, 2026. |

  96. Grants of Plan-Based Awards

    | (3) Represents options granted on April 29, 2020. Subject to continuous service, these options vest on each anniversary of the date of grant with 15% of the total options granted on each of years 4 and 5, and 20% of the total options granted on each of years 6 and 7, and will be fully vested on April 29, 2027. |

  97. Grants of Plan-Based Awards

    | (4) Represents options granted on June 9, 2023. Subject to continuous service, these options vest on each anniversary of the date of grant with 10% of the total options granted on each of years 1, 2 and 3, 15% of the total options granted on each of years 4 and 5, and 20% of the total options granted on each of years 6 and 7, and will be fully vested on June 9, 2030. |

  98. Grants of Plan-Based Awards

    | (5) Represents options granted on April 2, 2019. Subject to continuous service, these options vest on each anniversary of the date of grant with 40% of the total options granted on year 5, and will be fully vested on April 2, 2024. |

  99. Grants of Plan-Based Awards

    | + | | | 88 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  100. Grants of Plan-Based Awards

    OPTIONS EXERCISED, UNITS VESTED & STOCK VESTED The following table presents all stock option exercise activity in fiscal 2023. The named executive officers did not have any restricted stock units or stock awards vest in fiscal 2023.

  101. Grants of Plan-Based Awards

    | | OPTION AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | | Gary Friedman | — | $— | | Jack Preston | 33,399 | $8,376,138 | | Eri Chaya | 50,000 | $11,435,000 | | Stefan Duban | — | $— | | Edward Lee | 1,400 | $256,822 |

  102. Grants of Plan-Based Awards

    BURN RATE, SHARE REPURCHASE PROGRAMS & DILUTION The aggregate equity burn rate is a measurement of how quickly the Company is granting stock-based incentive awards in relation to shares outstanding. We calculate our “burn rate” using the total number of equity awards (full value stock awards and stock options) granted under our stock incentive plan during the current fiscal year as a percentage of the total number of common shares outstanding as of the prior fiscal year. Using this formulation, our fiscal 2023 burn rate was 1.8%. We believe that understanding our use of equity under our stock incentive plan (including our annual burn rate) requires understanding the impact of our recent share repurchase programs on the potential dilution to our shareholders from awards of stock-based incentive compensation, which we call our “overhang.” In recent years, we have maintained active share repurchase programs as a means of creating shareholder value for our investors. To illustrate, since June 2022, when we announced our updated share repurchase program in an aggregate amount of up to $2.45 billion, we have repurchased 7.6 million shares of our common stock for an aggregate price of $2.3 billion. We believe that our share repurchase programs have been a key component of our overall shareholder returns, including the substantial increases in our share price from $24 per share at the time of our initial public offering and we expect that the ongoing use of share repurchases will be an important element of our ongoing strategy. Share repurchases also have the effect of offsetting dilution related to stock-based incentive awards. We are conscious that equity awards can be an important incentive for our leadership team in their efforts to drive shareholder returns while at the same time being mindful that share repurchases can be a means of offsetting dilution related to equity grants. As shown below, during fiscal 2022 and fiscal 2023, we completed substantial share repurchases that more than offset the dilutive effect of our equity awards granted during that time.

  103. Grants of Plan-Based Awards

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 89 |

  104. Grants of Plan-Based Awards

    As a result, we analyze our equity metrics as a percentage of both the total number of common shares outstanding and the total number of pro forma common shares outstanding, which takes into account the effect of our share repurchase programs on our total number of common shares outstanding. We calculate our overhang as the total number of shares to be issued under outstanding equity awards (including any unexercised and unvested outstanding awards, a large portion of which is comprised of vested options which, if exercised, would significantly reduce overhang), plus shares available for issuance under our equity plans as a percentage of the total number of common shares outstanding. Our pro forma overhang takes into account the effect of the Company’s share repurchase programs by using the total number of common shares outstanding prior to the Company’s share repurchases during fiscal 2022 and fiscal 2023 (as of fiscal 2021) and includes the actual issuance of common stock via equity instruments through the current fiscal year end period.

  105. Grants of Plan-Based Awards

    | + | | | 90 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  106. Grants of Plan-Based Awards

    As presented in the table below, our pro forma overhang for fiscal 2023 based on the pro forma common shares outstanding was 21.9% and our overhang for fiscal 2023 based on the total number of common shares outstanding was 29.9%.

  107. Grants of Plan-Based Awards

    | | | FISCAL 2023 (POST REPURCHASE ACTIVITY) | | | | | FISCAL 2021 (PRE-REPURCHASE ACTIVITY) | ON FISCAL 2023 SHARES OUTSTANDING | ON FISCAL 2021 SHARES OUTSTANDING | ON PRO FORMA FISCAL 2023 SHARES OUTSTANDING | | Shares to be Issued under Outstanding Options & RSUs | 7,719,857 | 3,592,496 | 3,592,496 | 3,592,496 | | Shares Available for Issuance | 427,062 | 2,677,311 | 2,677,311 | 2,677,311 | | Shares Outstanding | 21,506,967 | 18,315,613 | 21,506,967 | 25,923,128(1) | | Overhang | 37.1% | 29.9% | 25.9% | 21.9% |

  108. Grants of Plan-Based Awards

    | (1) Pro forma fiscal 2023 shares outstanding is equal to the total shares outstanding as of fiscal 2021 which is used in order to exclude the Company’s share repurchase activity under the board-approved share repurchase programs during fiscal 2022 and fiscal 2023, plus the issuance of (i) 4,414,204 shares during fiscal 2022 and fiscal 2023 as a result of the exercise of stock options and vested restricted stock awards and (ii) 1,957 shares related to the conversion of certain convertible senior notes during fiscal 2022 and fiscal 2023. |

  109. Grants of Plan-Based Awards

    PENSION BENEFITS None of our named executive officers received any pension benefits during fiscal 2023. NONQUALIFIED DEFERRED COMPENSATION None of our named executive officers contributed to or received earnings from a nonqualified deferred compensation plan during fiscal 2023.

  110. Grants of Plan-Based Awards

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 91 |

  111. Grants of Plan-Based Awards

    EMPLOYMENT & OTHER COMPENSATION AGREEMENTS We have entered into employment agreements with the following named executive officers.

  112. Jack Preston, Eri Chaya, Stefan Duban and Edward Lee

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Friedman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Friedman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Friedman’s total compensation for each year to determine the compensation actually paid: |

  113. Jack Preston, Eri Chaya, Stefan Duban and Edward Lee

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Friedman), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Friedman) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Friedman) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  114. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation—Compensation Discussion & Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several operating performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table for purposes of the Pay Versus Performance Rule. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s operating performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  115. Compensation Actually Paid and Cumulative TSR of the Company

    Compensation Actually Paid and Cumulative TSR of the Company The graph below sets forth the relationship between the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

  116. Compensation Actually Paid and Cumulative TSR of the Company

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 99 |

  117. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The graph below sets forth the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.

  118. Compensation Actually Paid and Adjusted Income

    Compensation Actually Paid and Adjusted Income The graph below sets forth the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Income during the four most recently completed fiscal years. For fiscal 2023, the Company utilized Adjusted Income when setting goals in the LIP. For more information regarding the Company’s executive compensation programs, including the LIP, see the section “Executive Compensation—Compensation Discussion & Analysis.”

  119. Compensation Actually Paid and Adjusted Income

    | + | | | 100 | 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION |

  120. Our Policy Regarding Related Party Transactions

    | GARY FRIEDMAN | | | Chairman and Chief Executive Officer Age: 66 Director since 2013 Board Committees: None | Gary Friedman has served as our Chairman and Chief Executive Officer of the Company, and Founder of the RH brand as we know it today, since January 2014. Mr. Friedman joined RH in April of 2001 when the business was known as Restoration Hardware, a $350 million mall-based retail business on the verge of bankruptcy, selling mostly nostalgic discovery items and some Mission-style furniture. He has spent the past 23 years transforming every aspect of the business and building RH into the leading luxury interior design brand in the world today with revenues in excess of $3 billion. While many in the retail industry have been shrinking or closing stores, Mr. Friedman and his team have developed some of the largest and most inspiring retail experiences in the world, many in historically significant buildings with integrated interior design studios, restaurants, and wine, and barista bars. Some examples being RH San Francisco, The Gallery in the Historic Bethlehem Steel Building, RH Chicago, The Gallery in the Historic Three Arts Club, and RH England, a 17th Century, 73 acre estate with three restaurants and one of the most meticulously curated Architecture and Design Libraries, including the first modern printing in 1492 of De Archtectura, The Ten Books on Architecture by Vitruvius. Mr. Friedman is continuing to elevate and evolve the RH brand with the introduction of RH Guesthouses, a new hospitality concept for travelers seeking privacy and luxury, the first of which opened in New York City, and the second under construction in Aspen, inclusive of the first RH Bath House & Spa, and where the Company will also be introducing RH Residences, fully furnished luxury homes with integrated services that deliver taste and time value to discerning time starved consumers. Prior to RH, Mr Friedman spent 14 years in various positions at Williams-Sonoma Inc. lastly serving as President and Chief Operating Officer, and President of the Williams-Sonoma, Pottery Barn, and West Elm brands. Mr. Friedman was responsible for transforming Pottery Barn from a $50 million table top and accessories business into a billion dollar plus home lifestyle brand. Mr Friedman also developed the revolutionary Williams-Sonoma Grande Cuisine stores, and conceptualizing and developing the West Elm brand. Mr. Friedman began his career as a stock boy at the Gap store in Santa Rosa California. He spent eleven years with the Gap, and held the positions of Store Manager, District Manager, and Regional Manager overseeing 63 stores in Southern California. | | Qualifications: | Mr. Friedman was selected to our Board of Directors because of his leadership in re-conceptualizing and developing the RH brand and business into the leading luxury home brand in the North American market, his deep and unmatched expertise in developing and rapidly growing many of the leading consumer brands in the home furnishings space, and his extensive knowledge of building and leading complex multi-branded and multi-channel organizations. |

  121. Our Policy Regarding Related Party Transactions

    | CARLOS ALBERINI | | | Age: 68 Director since 2010 Board Committees: None | Carlos Alberini has served on our Board of Directors since June 2010. Mr. Alberini currently serves as a member of the Board of Directors and Chief Executive Officer of Guess?, Inc., a NYSE-listed specialty retailer of apparel and accessories, since February 2019. Mr. Alberini previously served as the Chairman and Chief Executive Officer of Lucky Brand from February 2014 to February 2019. Mr. Alberini served as our Co-Chief Executive Officer from June 2010 through October 2012 and from July 2013 through January 2014, and he served as our sole Chief Executive Officer from October 2012 through July 2013. Mr. Alberini was President and Chief Operating Officer of Guess from December 2000 to June 2010. From May 2006 to July 2006, Mr. Alberini served as Interim Chief Financial Officer of Guess. Mr. Alberini served as a member of the Board of Directors of Guess from December 2000 to September 2011. Prior to Guess, Mr. Alberini served as Senior Vice President and Chief Financial Officer of Footstar, Inc., a retailer of footwear from October 1996 to December 2000. From May 1995 to October 1996, Mr. Alberini served as Vice President of Finance and Acting Chief Financial Officer of the Melville Corporation, a retail holding corporation. From 1987 to 1995, Mr. Alberini was with The Bon-Ton Stores, Inc., an operator of department stores, in various capacities, including Corporate Controller, Senior Vice President, Chief Financial Officer and Treasurer. Prior to that, Mr. Alberini served in various positions at PricewaterhouseCoopers LLP. | | Qualifications: | Mr. Alberini was selected to our Board of Directors because he possesses particular knowledge and experience in retail and merchandising, branded consumer goods, accounting, financing and capital finance, board practices of other large retail companies and leadership of complex organizations. |

  122. Our Policy Regarding Related Party Transactions

    | KEITH BELLING | | | Age: 66 Director since 2016 Board Committees: None | Keith Belling has served on our Board of Directors since April 2016, and previously served as an advisor to the Board of Directors from May 2015 to April 2016. Mr. Belling is the co-founder and former Chairman and Chief Executive Officer of popchips, Inc. (“popchips”) a leading better-for-you snack food business that launched in 2007. He previously served as popchips’ Chief Executive Officer from 2007 through 2012, leading the company to sales and distribution at over 30,000 retail stores across North America and the United Kingdom and served as the Chairman of the Board from 2007 through 2019. Mr. Belling is also the founder and former Chief Executive Officer of RightRice, a next generation rice brand that launched in February 2019, in Whole Foods Markets nationwide and on Amazon. Mr. Belling has served as an advisor to several innovative consumer, real estate and technology companies, including Modern Meadow Inc., Olly Nutrition, and LBA Realty LLC. Mr. Belling also has founded other businesses, including e-commerce company AllBusiness.com, a leading small business portal, founded in 1998, where Mr. Belling formerly served as Chief Executive Officer and which was acquired by NBCi. Mr. Belling was a real estate attorney with Morrison & Foerster LLP, where he represented a diverse clientele including developers and real estate investors. | | Qualifications: | Mr. Belling was selected to our board because of his experience as a founder, leader, and entrepreneur of several innovative consumer companies, as well as his background and experience in the real estate sector. |

  123. Katie Mitic

    | (6) Represents employer payroll tax expense related to the option exercises by Mr. Friedman in the year ended January 28, 2023. |