IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
DECLARATION OF SANDRA FIELDING IN SUPPORT OF PLAINTIFF'S REPLY MEMORANDUM IN FURTHER SUPPORT OF PRELIMINARY INJUNCTION
I, Sandra Fielding, hereby declare as follows:
1. I am the Lead Investigator at Aurelian Investigations Group Inc., located at 1420 Fifth Avenue, Suite 2210, Seattle, Washington 98101. I make this declaration under penalty of perjury pursuant to 10 Del. C. § 3927 in support of Plaintiff Cascade Retail Holdings Inc.'s ("CRH" or "Plaintiff") Reply Memorandum in Further Support of its Motion for Preliminary Injunction.
2. I have personal knowledge of the facts stated herein or have acquired knowledge of such facts through an investigation I personally directed and conducted on behalf of Plaintiff CRH. Except where otherwise noted, the statements in this declaration are based on my own observations, my review of documents and data produced in the course of the investigation, and information provided to me by individuals with first-hand knowledge of the relevant events. Where I state a belief or draw an inference, I identify the basis for that belief or inference. I am competent to testify to all matters set forth herein, and if called as a witness, I could and would testify to these facts.
I. QUALIFICATIONS AND BACKGROUND OF DECLARANT
3. I am a Lead Investigator at Aurelian Investigations Group Inc. ("Aurelian"), a professional investigations firm headquartered in Seattle, Washington, specializing in corporate investigations, employment-related investigations, competitive intelligence analysis, pre-litigation and litigation-support fact-finding, and related advisory services. I have served in this role since 2017.
4. I hold a Bachelor of Science degree in Criminal Justice from the University of Washington (2004) and a Master of Science degree in Forensic Studies from George Washington University (2008). I am a Licensed Private Investigator in the State of Washington, License No. PI-2276904, and have maintained that license in good standing continuously since 2009.
5. I have approximately twenty-one years of professional experience in the fields of corporate investigations, employment-related investigations, competitive intelligence, and pre-litigation fact-finding. Prior to joining Aurelian, I served as a Senior Investigator at Westmark Advisory Services LLC from 2011 to 2017 and as an Associate Investigator at Clearpath Investigations Inc. from 2008 to 2011. Before entering private investigations, I served as a paralegal and investigative support specialist in the Enforcement Division of the Washington State Department of Financial Institutions from 2004 to 2008.
6. Throughout my career, I have led or played a principal role in over 150 corporate departure and non-compete investigations. These engagements have involved matters concerning coordinated employee departures, team-lift situations, trade secret misappropriation, unfair competition, breaches of restrictive covenant obligations, and related claims. I have provided investigative support in matters litigated in federal and state courts in Washington, Delaware, New York, California, Texas, Illinois, and other jurisdictions, as well as in arbitration proceedings.
7. I have been retained as an investigator or consulting expert in matters involving companies across a range of industries, including retail, technology, financial services, healthcare, and manufacturing. I have particular experience with investigations involving the departure of senior management teams, including situations in which employees were recruited en masse by competitors or portfolio companies of private equity sponsors.
8. I have previously submitted declarations or provided investigative testimony in judicial proceedings in eleven instances, including four matters in the Delaware Court of Chancery. I am familiar with the standards governing the submission of factual declarations in support of preliminary injunction motions in this Court.
II. RETENTION AND SCOPE OF ENGAGEMENT
9. Aurelian Investigations Group Inc. was retained on February 21, 2025 by the law firm of Calderwood & Harkness LLP, acting as counsel for Plaintiff CRH, to investigate the circumstances surrounding the coordinated departure of eight senior merchandising employees from CRH. This group of employees, led by Priya Rathore, CRH's former Senior Vice President of Merchandising, simultaneously resigned from CRH on February 7, 2025 and accepted employment with Verdana Commerce Group, Inc. ("Verdana" or "VCG"), a direct competitor of CRH.
10. The scope of Aurelian's engagement was defined to encompass the following areas of investigation:
(a) Identifying the timeline and circumstances of the recruitment of the departing employees by Verdana Commerce Group, Inc., including the involvement of any third parties in the recruitment effort;
(b) Identifying pre-resignation communications and coordination among the departing employees, including any evidence of planning, sequencing, or orchestration of the simultaneous resignation;
(c) Identifying the involvement of Verdana's majority equity holder and private equity sponsor, Greystone Capital Partners, LP, in the recruitment effort, including any communications, meetings, or directives bearing on the strategic decision to recruit CRH's merchandising team;
(d) Identifying any other relevant facts bearing on the coordinated nature of the departure, the terms of employment offered by Verdana, and the circumstances surrounding the departing employees' access to and handling of CRH confidential information and proprietary data in the period preceding their resignations; and
(e) Compiling and correlating findings from Aurelian's investigation with forensic analysis conducted by Pinnacle Forensics LLC, as relevant.
11. Aurelian's investigation was conducted through a combination of methods, including public records research, physical and digital surveillance, open-source intelligence ("OSINT") gathering, review and analysis of documents and electronic data provided by CRH and Calderwood & Harkness LLP, analysis of travel and hospitality records, and interviews with witnesses possessing knowledge relevant to the matters under investigation. The investigation was carried out by a team of three investigators under my direct supervision, and I personally participated in all material investigative activities, including the key witness interviews referenced herein.
12. As of the date of this declaration, the investigation is ongoing. The findings reported herein reflect the state of the investigation as of March 15, 2025.
III. THE DEPARTING EMPLOYEES — OVERVIEW
13. Aurelian's investigation confirmed the identities, positions, tenures, and circumstances of the eight CRH employees who resigned simultaneously on February 7, 2025 (referred to collectively herein as the "Rathore Group"). The following is a summary of each individual's role and tenure at CRH, as well as the position each has accepted at Verdana Commerce Group, Inc.:
(i) Priya Rathore — Former Senior Vice President, Merchandising. Ms. Rathore was employed by CRH from June 3, 2019 through February 7, 2025. She reported directly to CRH's Chief Operating Officer and was the most senior executive responsible for all merchandising strategy and operations across CRH's retail and ecommerce platforms. She has accepted the position of President, Merchandising & Strategy at Verdana Commerce Group, Inc.
(ii) Derek Linden — Former Vice President, Hardlines Merchandising. Mr. Linden served at CRH for approximately seven years and was directly responsible for merchandising strategy, vendor management, and product assortment planning across CRH's hardlines categories, including home improvement, tools, hardware, and outdoor living. He has accepted a senior merchandising role at Verdana.
(iii) Sonia Kaczmarek — Former Vice President, Softlines Merchandising. Ms. Kaczmarek served at CRH for approximately five years and led merchandising strategy for CRH's softlines divisions, including apparel, home textiles, and accessories. She has accepted a senior merchandising role at Verdana.
(iv) Amara Osei — Former Director, Private Label Strategy. Ms. Osei served at CRH for approximately four years and was responsible for the development, sourcing, and strategic positioning of CRH's proprietary private-label brands across multiple product categories. She has accepted a directorial role in private-label strategy at Verdana.
(v) Brent Halvorsen — Former Director, Seasonal Planning & Analytics. Mr. Halvorsen served at CRH for approximately six years and directed CRH's seasonal merchandising planning process, including demand forecasting, promotional calendar development, and analytics-driven inventory allocation. He has accepted a directorial role in planning and analytics at Verdana.
(vi) Lucia Fernandez-Gill — Former Director, Vendor Relations (Domestic). Ms. Fernandez-Gill served at CRH for approximately five years and managed CRH's relationships with its domestic vendor base, including negotiation of pricing terms, supply agreements, and cooperative marketing arrangements. She has accepted a directorial role in vendor relations at Verdana.
(vii) Nathan Tsao — Former Senior Manager, eCommerce Merchandising. Mr. Tsao served at CRH for approximately three years and was responsible for product merchandising, assortment optimization, and promotional strategy across CRH's direct-to-consumer ecommerce platform. He has accepted a managerial role in ecommerce merchandising at Verdana.
(viii) Kira Johansson — Former Senior Manager, Category Analytics. Ms. Johansson served at CRH for approximately four years and led CRH's category analytics function, overseeing competitive benchmarking, market share tracking, and data-driven category performance reporting. She has accepted a managerial role in analytics at Verdana.
14. Based on my review of CRH's records and electronic systems, all eight members of the Rathore Group submitted their resignations simultaneously via email to CRH's human resources department and their respective direct supervisors at approximately 4:47 PM Pacific Standard Time on February 7, 2025. The resignation emails were substantially identical in language and format, stating that each individual's resignation was effective immediately. The uniformity of the timing, format, and language of the resignation emails is, in my professional experience, a strong indicator of a coordinated departure that was pre-planned and centrally directed.
15. All eight members of the Rathore Group have accepted positions at Verdana Commerce Group, Inc., a direct competitor of CRH headquartered at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801. The new positions collectively reconstitute the core merchandising leadership team that these individuals had composed at CRH, now operating under the umbrella of a competing enterprise.
IV. INVESTIGATION FINDINGS: THE JANUARY 6, 2025 DINNER MEETING
16. Through the course of Aurelian's investigation, I confirmed that on January 6, 2025, a private dinner meeting took place at Ombra Ristorante, located at 23 East 74th Street, New York, New York 10021. The attendees at this dinner were:
(a) Warren Dietrich, Chief Executive Officer of Verdana Commerce Group, Inc.;
(b) Elliot Westbrook, Managing Partner of Greystone Capital Partners, LP; and
(c) Priya Rathore, who at that time was still employed by CRH as Senior Vice President, Merchandising.
17. The occurrence and attendees of this dinner meeting were confirmed through a combination of open-source intelligence analysis, review of travel and hospitality records obtained through the investigation, and corroborating information obtained during witness interviews conducted by my investigative team. Specifically, Aurelian identified records establishing that Mr. Dietrich traveled from Wilmington, Delaware to New York City on January 6, 2025 and returned the following morning. Similarly, records confirmed that Mr. Westbrook, whose offices are located in midtown Manhattan, was present in New York on that date. Open-source intelligence analysis, including social media activity and publicly available reservation and venue data, corroborated that the three individuals were present at the same location on the evening of January 6, 2025. Additional corroboration was obtained through at least one witness interview, the details of which are subject to attorney-client privilege and work product protection.
18. The significance of this dinner meeting cannot be overstated. Greystone Capital Partners, LP is the majority equity holder of Verdana Commerce Group, Inc. Greystone acquired its controlling interest in Verdana in the third quarter of 2023, through an acquisition with an enterprise value of approximately $2.4 billion. The investment was made through Greystone Capital Fund VII, LP, a vintage 2022 fund with approximately $8.5 billion in total committed capital. As the majority equity holder, Greystone exercises substantial control and influence over Verdana's strategic direction, including major personnel and growth initiatives.
19. The presence of both Verdana's CEO, Warren Dietrich, and Greystone's Managing Partner, Elliot Westbrook, at a private dinner with Priya Rathore — who was at that time still employed by CRH and subject to contractual obligations of confidentiality and non-solicitation — indicates that the recruitment of Ms. Rathore was not a routine hiring decision by Verdana's human resources department, but rather a strategic initiative conceived, endorsed, and supported at the highest levels of both Verdana and its private equity sponsor.
20. This finding is consistent with, and must be understood in the context of, Verdana's publicly announced strategic ambitions. In January 2025, Verdana publicly announced what it described as a "transformational growth initiative" targeting $4 billion in annual revenue by 2028. Verdana's public statements in connection with this announcement specifically cited planned expansion into product categories that directly overlap with CRH's strongest merchandising areas, including private-label home goods and seasonal décor. Verdana's fiscal year 2024 estimated revenue was approximately $1.9 billion. By comparison, CRH's Merchandising Division alone generated approximately $2.3 billion in gross merchandise value in fiscal year 2024. The aspiration to more than double Verdana's revenue within approximately three years, with a particular emphasis on categories in which CRH is the market leader, provides the strategic motive for the targeted recruitment of CRH's entire merchandising leadership team.
V. INVESTIGATION FINDINGS: PRE-RESIGNATION COORDINATION AMONG THE RATHORE GROUP
21. Following the January 6, 2025 dinner meeting, Aurelian's investigation, working in conjunction with the forensic analysis conducted by Pinnacle Forensics LLC (Dr. Rajiv Anand, Engagement Lead), revealed a coordinated departure plan organized and directed by Priya Rathore and communicated to the other seven members of the Rathore Group in advance of their simultaneous resignation.
22. Specifically, between January 13, 2025 and January 24, 2025 — a period of approximately eleven days beginning one week after the January 6 dinner meeting — a series of encrypted messaging exchanges occurred between Ms. Rathore and each of the other seven departing employees. These communications were identified through forensic analysis of CRH-issued devices (laptops and mobile phones) that were returned by the departing employees upon their resignation on February 7, 2025. The forensic analysis was performed by Pinnacle Forensics LLC under the supervision of Dr. Rajiv Anand, and the relevant findings were communicated to Aurelian in the course of our coordinated investigation.
23. To the extent discernible from the forensic analysis of the CRH-issued devices, the substance of these encrypted communications included discussions regarding the timing and sequencing of the group's departure from CRH, the coordination of simultaneous resignation, and logistical planning related to the transition to Verdana. While certain of the communications were encrypted using third-party messaging applications, residual metadata, notification logs, and partial message fragments recovered from the CRH-issued devices confirmed the existence, frequency, and general subject matter of these exchanges.
24. The pattern of communications identified by the investigation is significant in several respects. First, the communications involved all eight members of the Rathore Group — not merely Ms. Rathore and one or two colleagues, but the entire team that would ultimately resign together. Second, the communications occurred over an eleven-day period, reflecting sustained planning and coordination rather than a single spontaneous conversation. Third, the communications began just seven days after the January 6 dinner meeting at which Ms. Rathore met with Verdana's CEO and Greystone's Managing Partner, suggesting that Ms. Rathore initiated the coordination of her team's departure promptly after her own recruitment discussions with Verdana and Greystone had progressed to a sufficient stage.
25. Based on my experience investigating coordinated employee departures, the pattern of communications identified here — involving all members of a departing team, sustained over multiple days, and focused on departure logistics — is entirely consistent with a pre-planned, orchestrated group departure. It is wholly inconsistent with independent, uncoordinated individual decisions to seek employment elsewhere.
VI. INVESTIGATION FINDINGS: OFFER LETTER TIMELINE
26. Aurelian's investigation established the following timeline for the execution of employment offer letters between Verdana Commerce Group, Inc. and the members of the Rathore Group:
(a) January 27, 2025: Priya Rathore signed her offer letter with Verdana Commerce Group, Inc. The terms of the offer, as identified through the investigation, included the title of President, Merchandising & Strategy; a base salary of $650,000 per annum; a sign-on bonus of $1,500,000, payable within thirty days of her start date; an annual target bonus equal to 80% of base salary (i.e., $520,000 at target); and an equity grant representing 1.5% of the fully diluted equity of Verdana Commerce Group, Inc., subject to standard vesting provisions.
(b) January 28, 2025 through February 4, 2025: Each of the remaining seven members of the Rathore Group — Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson — signed their respective offer letters with Verdana Commerce Group, Inc. The specific terms of each individual's offer varied, but in each case included enhanced titles relative to their CRH positions, base salary increases, substantial sign-on bonuses, and annual target bonuses.
27. In the aggregate, the sign-on bonuses offered to the eight members of the Rathore Group totaled $6,200,000. This figure comprises $1,500,000 for Ms. Rathore and $4,700,000 in aggregate for the remaining seven employees. To my knowledge, the individual sign-on bonus amounts for the remaining seven employees ranged from approximately $400,000 to $900,000.
28. In my professional experience, the magnitude of these sign-on bonuses — totaling $6.2 million for eight individuals, none of whom were C-suite executives or publicly known industry figures — is extraordinary by the standards of the retail merchandising industry. Sign-on bonuses of this scale are not offered in the ordinary course of competitive hiring; rather, they are characteristic of a deliberate, targeted, and well-funded recruitment campaign designed to overcome existing loyalty, contractual obligations, and the natural inertia that ordinarily discourages employees from departing a stable employer en masse.
29. The concentration of the offer letter signings within an eight-day window (January 27 through February 4, 2025) further confirms the coordinated nature of the recruitment. The fact that all eight offer letters were executed in rapid succession, beginning with Ms. Rathore's, is consistent with a structured process in which Ms. Rathore's acceptance was the trigger for the extension of offers to the remainder of her team. This is a pattern I have observed in prior investigations involving private-equity-sponsored team-lifts.
30. The financial resources necessary to fund $6.2 million in sign-on bonuses, plus enhanced base salaries, target bonuses, and equity grants for eight individuals, were made available through Greystone Capital Partners, LP's majority ownership of Verdana. This level of investment in a single recruitment initiative is consistent with a private equity sponsor's strategic portfolio enhancement activity, rather than routine hiring by Verdana's operating management alone.
VII. INVESTIGATION FINDINGS: DATA EXFILTRATION CORRELATION
31. A critical component of Aurelian's investigation involved correlating the recruitment and departure timeline established through our own findings with the data exfiltration findings reported by Pinnacle Forensics LLC, which conducted the forensic analysis of CRH's electronic systems and the CRH-issued devices returned by the members of the Rathore Group.
32. According to Pinnacle's preliminary forensic report, dated March 5, 2025, between January 10, 2025 and February 4, 2025, approximately 14,327 files, comprising approximately 2.8 gigabytes of data, were downloaded from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts belonging to members of the Rathore Group. These downloads were conducted by multiple members of the group, with the largest volumes attributable to Ms. Rathore, Mr. Halvorsen, and Ms. Johansson.
33. The temporal significance of these data downloads is striking. The data exfiltration began on January 10, 2025 — just four days after the January 6 dinner meeting at which Ms. Rathore met with Verdana's CEO and Greystone's Managing Partner. The downloads continued through February 4, 2025, which is the date on which the last of the seven remaining employees signed their Verdana offer letters. In other words, the entirety of the data exfiltration activity occurred within a window that is precisely bounded by the initiation of recruitment discussions and the completion of the offer acceptance process.
34. Pinnacle's preliminary forensic report identified the following categories of files among the approximately 14,327 downloaded files:
(a) Project Ridgeline presentations and supporting documents — Project Ridgeline is CRH's five-year strategic category expansion plan, encompassing the company's roadmap for product assortment growth, market entry and exit decisions, private-label brand development, and competitive positioning through 2029. These materials are among CRH's most sensitive and confidential strategic assets.
(b) Vendor negotiation term sheets — These documents detail CRH's negotiated pricing, volume commitments, payment terms, rebate structures, and cooperative marketing arrangements with its key domestic and international vendors.
(c) Private-label cost models — These proprietary models contain CRH's cost-of-goods-sold structures, margin targets, and sourcing economics for its private-label product lines, which represent a significant and growing share of CRH's overall merchandise margin.
(d) Customer segmentation data — These datasets include CRH's proprietary customer analytics, including purchasing behavior data, demographic segmentation, lifetime value modeling, and targeted marketing strategy frameworks.
35. The temporal overlap between the recruitment activity, the offer letter signing timeline, and the data exfiltration supports the inference that the data downloads were undertaken by members of the Rathore Group in anticipation of, and in connection with, their planned departure to Verdana. In my professional experience investigating coordinated employee departures, data exfiltration activity that tracks the recruitment timeline in this manner is a hallmark of a group that is actively preparing to transition to a competitor and intends to bring proprietary information with them.
VIII. INVESTIGATION FINDINGS: VERDANA'S PUBLIC ANNOUNCEMENT
36. On February 14, 2025, Verdana Commerce Group, Inc. issued a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth." Aurelian obtained a copy of this press release from Verdana's corporate website and through news wire monitoring services. A true and correct copy of this press release is attached to the Declaration of Bernard Crawford as Exhibit F.
37. The press release publicly announced the hiring of Ms. Rathore as President, Merchandising & Strategy, along with the full complement of seven additional merchandising professionals from CRH. The press release quoted Warren Dietrich, Verdana's CEO, as stating that the addition of the team represented "a transformative moment" for Verdana and would "dramatically accelerate" the company's growth trajectory. The press release also quoted Elliot Westbrook, Managing Partner of Greystone Capital Partners, LP, who stated that Greystone was "fully supportive" of Verdana's strategic investment in merchandising talent.
38. The fact that Verdana had a prepared, polished press release announcing all eight hires — issued just seven calendar days after the coordinated resignations on February 7, 2025 — further confirms that the recruitment of the Rathore Group was a planned and deliberate strategic initiative, not a series of independent hiring decisions made in the ordinary course of business. In my experience, companies do not issue joint press releases announcing the hiring of an entire team of mid-to-senior-level employees unless those hires are the product of a coordinated recruitment strategy of strategic significance to the company.
39. The press release specifically referenced Verdana's growth ambitions in product categories that directly overlap with CRH's core merchandising strengths, including private-label home goods and seasonal décor. These are precisely the categories addressed by CRH's Project Ridgeline, the five-year strategic category expansion plan whose presentations and supporting documents were among the files downloaded to personal cloud storage accounts by members of the Rathore Group between January 10 and February 4, 2025. The alignment between Verdana's publicly stated strategic intentions and the categories of confidential information exfiltrated by the departing employees is, in my professional judgment, not coincidental.
IX. INVESTIGATION FINDINGS: COMPETITIVE OVERLAP
40. As part of its engagement, Aurelian conducted a competitive overlap analysis between CRH and Verdana Commerce Group, Inc. This analysis confirmed that Verdana directly competes with CRH in at least twenty-eight overlapping product categories, spanning the home goods, apparel, seasonal décor, outdoor living, and related consumer product segments.
41. The roles held by the members of the Rathore Group at CRH were not peripheral or narrowly specialized. To the contrary, these eight individuals collectively represented the core strategic and operational leadership of CRH's entire merchandising function. Their responsibilities spanned hardlines merchandising, softlines merchandising, private-label brand strategy, seasonal planning and analytics, domestic vendor relations, ecommerce merchandising, and category analytics. Together, these functions constitute the essential architecture of CRH's merchandising operations — the engine that drives product selection, pricing, vendor relationships, promotional strategy, and competitive positioning.
42. CRH operates 387 brick-and-mortar retail locations across thirty-four states, as well as a direct-to-consumer ecommerce platform that has experienced significant growth in recent years. CRH's Merchandising Division generated approximately $2.3 billion in gross merchandise value in fiscal year 2024. Verdana Commerce Group, Inc. competes across home goods, apparel, and seasonal décor, with an estimated fiscal year 2024 revenue of approximately $1.9 billion. Both companies serve overlapping customer demographics and compete for the same vendor relationships, shelf space, and share of consumer spending in the overlapping categories.
43. The Rathore Group, by virtue of their positions and tenures at CRH, had direct access to CRH's most sensitive proprietary information, including the following categories of trade secrets and confidential business information:
(a) CRH's proprietary vendor negotiation playbooks, which detail the company's negotiation strategies, supplier leverage points, pricing targets, and volume commitment frameworks;
(b) CRH's seasonal buying algorithms, which represent years of development and refinement and are used to optimize inventory allocation, markdown strategies, and promotional timing across CRH's retail and ecommerce channels;
(c) CRH's private-label sourcing strategies, which contain proprietary cost structures, supplier relationships, quality benchmarks, and brand positioning frameworks for CRH's portfolio of private-label products; and
(d) CRH's Project Ridgeline five-year category expansion roadmap, which outlines the company's planned strategic investments, new category entries, brand development initiatives, and competitive positioning strategies through 2029.
44. The loss of the individuals who created, managed, and had custody of this proprietary information — to a direct competitor that has publicly declared its intention to expand into the very categories covered by this information — represents a competitive threat of the highest magnitude.
X. SUMMARY OF INVESTIGATION CONCLUSIONS
45. Based on the totality of the investigation conducted by Aurelian Investigations Group Inc. as described in this declaration, and subject to the caveat that the investigation remains ongoing, I offer the following summary conclusions:
(1) The departure was coordinated and pre-planned. The simultaneous resignation of all eight members of the Rathore Group on February 7, 2025 was a coordinated, pre-planned event, orchestrated by Priya Rathore following a recruitment initiative led by Verdana's CEO, Warren Dietrich, and Greystone Capital Partners' Managing Partner, Elliot Westbrook. The departure was not the result of independent individual decisions, but rather a centrally directed team-lift.
(2) The recruitment was a strategic initiative at the highest levels of Verdana and Greystone. The involvement of both Verdana's CEO and Greystone's Managing Partner in the recruitment — demonstrated by their joint attendance at the January 6, 2025 dinner meeting with Ms. Rathore — and the investment of $6.2 million in aggregate sign-on bonuses, confirms that the recruitment of the Rathore Group was a strategic initiative conceived, approved, and funded at the highest levels of both Verdana and its private equity sponsor.
(3) The coordination timeline is clearly established. The coordination of the group departure began no later than January 6, 2025, the date of the dinner meeting between Ms. Rathore, Mr. Dietrich, and Mr. Westbrook in New York City. Pre-resignation planning communications among the members of the Rathore Group occurred between January 13 and January 24, 2025. Offer letters were executed between January 27 and February 4, 2025. Simultaneous resignations were submitted on February 7, 2025. This timeline reflects a carefully sequenced and methodically executed recruitment plan.
(4) The data exfiltration timeline correlates with the recruitment and departure timeline. The exfiltration of approximately 14,327 files (approximately 2.8 GB) from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts of members of the Rathore Group occurred between January 10, 2025 and February 4, 2025. This period closely tracks the recruitment and departure timeline, commencing just four days after the January 6 dinner meeting and concluding on the same date as the last offer letter signing. The temporal correlation strongly suggests that the data downloads were undertaken in anticipation of, and in connection with, the planned move to Verdana.
(5) Verdana's own public statements confirm its competitive intent. Verdana's February 14, 2025 press release and its January 2025 public announcement regarding its "transformational growth initiative" confirm that Verdana intends to deploy the Rathore Group to accelerate growth in product categories — specifically private-label home goods and seasonal décor — that directly compete with CRH's strongest merchandising areas and are the subject of CRH's confidential Project Ridgeline strategic plan.
XI. DOCUMENTS REVIEWED AND SOURCES RELIED UPON
46. In the course of this investigation, I reviewed and relied upon the following categories of documents and materials:
(a) CRH personnel files for all eight members of the Rathore Group, including employment applications, offer letters, onboarding documents, performance evaluations, compensation records, and separation records;
(b) Employment agreements for all eight departing employees, including in particular the Amended and Restated Employment Agreement between CRH and Priya Rathore, dated March 15, 2021, which contains confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions;
(c) CRH Information Technology department logs and access records, including VPN logs, system access logs, and badge-in/badge-out records for the period from December 1, 2024 through February 7, 2025;
(d) The preliminary forensic report of Pinnacle Forensics LLC, dated March 5, 2025, prepared under the supervision of Dr. Rajiv Anand, Engagement Lead, concerning the forensic analysis of CRH electronic systems and CRH-issued devices;
(e) Forensic images of CRH-issued devices (laptops and mobile phones) returned by the members of the Rathore Group upon their resignation, as collected and imaged by Pinnacle Forensics LLC;
(f) Cloud access logs from CRH's Aldermere Systems and Pinnacle Health IT environments for the period from January 1, 2025 through February 7, 2025, documenting file access, download, and transfer activity attributable to the members of the Rathore Group;
(g) Verdana Commerce Group, Inc. press release dated February 14, 2025, titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth";
(h) Verdana's January 2025 public announcement and accompanying investor materials regarding its "transformational growth initiative" targeting $4 billion in revenue by 2028;
(i) Public records, social media content, and open-source intelligence gathered through Aurelian's OSINT analysis, including publicly available corporate filings, news articles, industry publications, social media posts and profiles, and publicly accessible web content;
(j) Travel and hospitality records obtained through the investigation, relevant to the identification and confirmation of the January 6, 2025 dinner meeting; and
(k) Information obtained through witness interviews conducted by Aurelian's investigative team. The identities of certain witnesses and the specific substance of their statements are subject to attorney-client privilege and work product protections, and are not disclosed herein except to the extent reflected in the findings summarized in this declaration.
XII. VERIFICATION
47. I declare under penalty of perjury under the laws of the State of Delaware that the foregoing is true and correct to the best of my knowledge, information, and belief.
48. Executed on this 17th day of March, 2025, at Seattle, Washington.
________________________________________
Sandra Fielding Lead Investigator Aurelian Investigations Group Inc. 1420 Fifth Avenue, Suite 2210 Seattle, Washington 98101
CERTIFICATE OF SERVICE
I, Bernard Crawford, hereby certify that on March 17, 2025, a true and correct copy of the foregoing Declaration of Sandra Fielding in Support of Plaintiff's Reply Memorandum in Further Support of Preliminary Injunction was served on the following counsel of record via the Court's electronic filing system and by email:
Catherine Nygaard, Esq. Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, Delaware 19801 Counsel to Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson
Gavin Blackhall, Esq. Blackhall & Soren LLP 300 Delaware Avenue, Suite 900 Wilmington, Delaware 19801 Counsel to Defendant Verdana Commerce Group, Inc.
________________________________________
Bernard Crawford Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005 Counsel for Plaintiff Cascade Retail Holdings Inc.
Date: March 17, 2025
CASCADE RETAIL HOLDINGS INC.,
<!-- indent:2 -->Plaintiff,<!-- /indent -->
v.
PRIYA RATHORE, DEREK LINDEN, SONIA KACZMAREK, AMARA OSEI, BRENT HALVORSEN, LUCIA FERNANDEZ-GILL, NATHAN TSAO, KIRA JOHANSSON, and VERDANA COMMERCE GROUP, INC.,
<!-- indent:2 -->Defendants.<!-- /indent -->