🧾 What This Document Is

This is Arhaus's definitive proxy statement (DEF 14A). Think of it as the official "meeting agenda and handbook" sent to shareholders before their annual meeting. It explains what will be voted on, provides background on the company's leadership and pay, and asks shareholders to approve key decisions. The annual meeting will be held virtually on May 14, 2026, at 9:00 AM Eastern Time.

👉 In simple terms: This document is how the company asks its owners (shareholders) to officially weigh in on electing directors, approving executive pay, and hiring their accountant.

🏢 What The Company Does

Arhaus, Inc. is a omni-channel retailer of premium home furnishings and decor. They design and sell products like furniture, lighting, rugs, and accessories, operating through showrooms, websites, and catalogs. Their business model focuses on style, craftsmanship, and sustainability.

👉 Why it matters: This is a company in the competitive retail furniture space. Their performance, leadership, and how they reward their top executives are key factors for investors to evaluate.

🗳️ The Annual Meeting: Voting & Structure

The meeting is for shareholders of record as of March 16, 2026. Arhaus has a dual-class share structure, which is crucial to understand:

Class A Common Stock: 1 vote per share. (54,163,394 shares outstanding)
Class B Common Stock: 10 votes per share. (87,115,600 shares outstanding)
👉 The Founder's Control: Founder John Reed holds all the Class B stock, giving him ~48.7% of the combined voting power, ensuring significant control over company decisions.

The main items up for a vote are:

Elect three directors for a 3-year term.
Approve, on an advisory basis, executive compensation (a non-binding "say on pay" vote).
Approve the selection of PricewaterhouseCoopers LLP as the independent auditor for 2026.

👥 Proposal One: The Director Nominees

The board has three classes with staggered terms. This year, the terms for Class II directors expire. The board recommends voting FOR all three nominees:

Alexis DePree (Age 47) - Current Chief Operating Officer at Nordstrom. Brings deep supply chain and retail operations experience.
Rick Doody (Age 67) - Founder of Bravo/Brio Restaurant Group. Adds entrepreneurial and operational expertise.
Andrea Hyde (Age 61) - Founder of a retail strategy consulting firm. Former CEO of Draper James. Provides marketing and lifestyle brand leadership.

👉 Why it matters: Shareholders are being asked to renew their trust in these individuals to oversee the company's strategy and hold management accountable.

💼 Executive Compensation Deep Dive

This section details how Arhaus pays its top executives (Named Executive Officers or NEOs). The philosophy is to tie pay to company performance.

Key 2025 Pay Figures:

John Reed, CEO: Total 2025 compensation was $5,047,621. This included a $1.5M base salary and a $1.35M cash bonus.
Michael Lee, CFO (hired 2025): Total 2025 compensation was $2,871,538, largely due to a new-hire equity grant.
Other NEOs: Total compensation ranged from $1,528,369 to $2,443,922.

How Pay is Structured:

Base Salary: Fixed annual cash pay.
Annual Cash Bonus: Based on company goals for Adjusted EBITDA and Written Sales (demand). In 2025, executives earned 90% of their target bonus.
Long-Term Equity (RSUs & PSUs): The biggest portion of pay. Awards of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) vest over 3 years. PSUs pay out based on hitting multi-year sales, profit, and stock performance goals. For example, PSUs granted in 2023 paid out at only 43.95% of target based on performance through 2025.

👉 Why it matters: This shows the company is putting "skin in the game." A large portion of executive pay is at risk and not guaranteed—it depends on hitting future performance targets, which aligns their interests with shareholders.

⚖️ Big Picture: Governance & Transactions

👍 Strengths:

Experienced Board: Nominees have strong retail, finance, and operational backgrounds.
Performance-Linked Pay: Executive compensation is heavily tied to company metrics.
Active Board Committees: The board has dedicated committees for Audit, Compensation, Governance, Real Estate, and Technology.

⚠️ Risks & Considerations:

Founder Control: John Reed's dual-class shares mean he can control outcomes of shareholder votes.
Related Party Transactions: The company leases properties from entities owned by the founder and a director. For example, it paid $4.2M in rent in 2025 to a distribution center co-owned by Reed.
Complex Pay: The mix of salaries, bonuses, and various equity awards can be hard to evaluate.

🧠 The Analogy

Investing in Arhaus is like being a silent partner in a family-run furniture empire. You own a piece of the shop (Class A shares), but the founder (John Reed) holds the special, controlling shares (Class B). Every year, you get this "partner's meeting notice" (the proxy) asking you to vote on the managers (directors) and to review and approve how lavishly the head carpenter and sales team (executives) are being paid from the company's coffers, based on how well they build and sell the furniture.

📇 Key Contacts & People

Company Secretary (for proxy contact): Michael Nowak
Address: 51 E. Hines Hill Road, Boston Heights, Ohio 44236
Proxy Solicitation: By the Board of Directors.
Transfer Agent: Equiniti Trust Company, LLC.
Independent Auditor: PricewaterhouseCoopers LLP (up for shareholder approval).
Named Executive Officers & Board Nominees: John Reed, Michael Lee, Alexis DePree, Rick Doody, Andrea Hyde (as detailed above).

🧩 Final Takeaway

This proxy reveals a company with strong founder control and a compensation plan that heavily rewards executives for hitting long-term sales and profit goals. Shareholders are being asked to renew the board and rubber-stamp the pay structure, but should note the significant related-party leases and the founder's ultimate voting power.

Arhaus, Inc. — DEF 14A Filing