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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGE

TO: Bernard Crawford, Responsible Partner, Labor & Employment

FROM: James Underwood, Lead Associate, Labor & Employment

DATE: March 4, 2025

RE: Aurelian Investigations Group Inc. — Summary of Investigation Findings: Timeline of Coordinated Recruitment of CRH Merchandising Team by Verdana Commerce Group, Inc.

MATTER: Cascade Retail Holdings Inc. v. Rathore et al. — C&H Matter No. 1038-00006

CONFIDENTIALITY NOTICE: This memorandum constitutes privileged and confidential attorney work product prepared in anticipation of litigation and is protected from disclosure under the attorney-client privilege and the work product doctrine. This memorandum contains the mental impressions, conclusions, and opinions of counsel and has been prepared at the direction of attorneys at Calderwood & Harkness LLP in connection with pending and anticipated litigation. Do not distribute without prior authorization from the undersigned or Bernard Crawford.

I. EXECUTIVE SUMMARY

The purpose of this memorandum is to summarize and analyze the key findings from the investigation conducted by Aurelian Investigations Group Inc. ("Aurelian"), which was retained by Calderwood & Harkness LLP on behalf of our client, Cascade Retail Holdings Inc. ("CRH"), on February 21, 2025. The lead investigator for the engagement is Sandra Fielding, the principal of Aurelian's Seattle office. This memorandum synthesizes Aurelian's findings and correlates them with forensic data produced by Pinnacle Forensics LLC, as well as internal CRH records made available by CRH's General Counsel and Chief People Officer.

The investigation establishes a coordinated, premeditated recruitment campaign orchestrated by Verdana Commerce Group, Inc. ("Verdana" or "VCG") and its private equity sponsor, Greystone Capital Partners, LP ("Greystone"), targeting CRH's eight-person senior merchandising team led by former Senior Vice President of Merchandising Priya Rathore (collectively, the "Rathore Group"). The recruitment campaign spanned from at least early January 2025 through the simultaneous resignations of all eight employees on February 7, 2025, and culminated in a public announcement by Verdana on February 14, 2025.

The evidence gathered during the investigation demonstrates, with a high degree of confidence, that the recruitment effort was initiated at the private equity sponsor level — specifically, by Greystone Managing Partner Elliot Westbrook and Verdana CEO Warren Dietrich — and that it was designed to strip CRH of its entire senior merchandising leadership in a single coordinated action. The financial resources deployed in furtherance of this campaign — including aggregate sign-on bonuses of $6.2 million across all eight departing employees — underscore the strategic nature and premeditation of the effort. The investigation further reveals that the recruitment timeline substantially overlaps with a contemporaneous data exfiltration period during which 14,327 confidential CRH files (~2.8 GB) were downloaded to personal cloud storage accounts, a finding detailed in Pinnacle Forensics LLC's separate memorandum dated March 1, 2025.

Aurelian's findings are based on a comprehensive investigative methodology encompassing surveillance reports, public records searches, travel records analysis, social media and professional networking site monitoring, confidential source interviews, and cross-referencing with forensic data provided by Pinnacle Forensics LLC (lead forensic examiner: Dr. Rajiv Anand). The findings discussed herein support the claims of tortious interference with contractual relations (against Verdana and Greystone) and civil conspiracy (against all defendants and Verdana), as pleaded in the Verified Complaint filed March 5, 2025, in Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ, Delaware Court of Chancery.

This memorandum is organized as follows: Section II describes the scope of the Aurelian engagement and its investigative methodology. Section III provides necessary background on the parties and the competitive landscape. Section IV sets forth the detailed timeline of the recruitment campaign in chronological order. Section V analyzes the key findings and their implications for CRH's legal claims. Section VI identifies remaining investigative steps and open items. Section VII lists the exhibits and attachments referenced herein. Section VIII provides concluding recommendations.

II. SCOPE OF ENGAGEMENT AND INVESTIGATIVE METHODOLOGY

A. Engagement Parameters

Aurelian Investigations Group Inc. was engaged on February 21, 2025, pursuant to an engagement letter executed through Calderwood & Harkness LLP on behalf of CRH. The engagement was structured through outside counsel so that the investigation and its work product would be protected under the attorney-client privilege and the work product doctrine. All communications with Aurelian have been directed through this firm, and Aurelian has been instructed to treat all investigative findings as privileged and confidential.

The lead investigator assigned to the matter is Sandra Fielding, a licensed private investigator with over twenty years of experience in corporate investigations, including employee departure and trade secret matters. Ms. Fielding operates out of Aurelian's principal office located at 1420 Fifth Avenue, Suite 2210, Seattle, Washington 98101. Ms. Fielding was supported by a team of three additional investigators and two research analysts during the course of the engagement.

The scope of the engagement was defined as follows: to investigate the circumstances surrounding the coordinated departure of eight CRH merchandising employees (the Rathore Group), including all pre-resignation communications and contacts with Verdana and Greystone personnel, the timeline and mechanics of the recruitment campaign, the financial terms offered to the departing employees, and any indicia of coordination among the departing employees and their prospective employer. The investigation was also tasked with identifying any evidence of involvement by Greystone Capital Partners in the recruitment effort, including any evidence suggesting that the campaign was initiated or directed at the private equity sponsor level.

B. Investigative Methods Employed

Aurelian employed a multi-faceted investigative methodology designed to reconstruct the recruitment timeline with the greatest possible accuracy and evidentiary rigor. The following methods were utilized during the course of the investigation:

Public Records Searches. Aurelian conducted comprehensive public records searches across multiple jurisdictions, including corporate filings with the Delaware Division of Corporations and the Washington Secretary of State, real property records, travel records obtained through lawful means, hotel reservation records, and restaurant reservation records. These searches were instrumental in establishing the January 6, 2025 dinner meeting in New York City between Rathore, Dietrich, and Westbrook, as well as in confirming travel patterns of key individuals during the relevant period.

Social Media and Professional Networking Site Monitoring. Aurelian monitored the publicly available social media profiles and professional networking accounts (including Westmark Health IT) of all eight members of the Rathore Group, as well as key Verdana and Greystone personnel including Warren Dietrich, Elliot Westbrook, and Helen Tsoi. This monitoring was conducted on an ongoing basis throughout the investigation period and yielded relevant data regarding the timing of profile updates, employment status changes, and professional connections established during the recruitment period.

Open-Source intelligence (OSINT) Analysis. Aurelian's research team conducted extensive OSINT analysis, including review of press releases, industry publications, conference attendance records, SEC filings (to the extent publicly available for Greystone fund-related entities), and news articles relating to Verdana's announced "transformational growth initiative" and the competitive dynamics between CRH and Verdana in the retail merchandising space.

Surveillance. Following the resignations, Aurelian conducted lawful surveillance of certain individuals, including observation of movements and activities to the extent permissible under applicable law. Surveillance activities were focused on post-resignation conduct and did not involve any intrusive or unlawful monitoring techniques. The specifics of surveillance observations are detailed in Aurelian's full investigative report (Exhibit 8) and are summarized where relevant in the timeline set forth in Section IV below.

Confidential Source Interviews. Aurelian conducted a series of confidential source interviews with individuals who had relevant knowledge of the events under investigation. These sources included former colleagues of members of the Rathore Group, industry contacts with knowledge of Verdana's strategic planning and hiring activities, and hospitality industry personnel with knowledge of the January 6 dinner meeting. All interviews were conducted in accordance with applicable ethical and legal standards, and the identities of confidential sources are protected in Aurelian's full report.

Cross-Referencing and Correlation with Pinnacle Forensics LLC Data. A critical component of the investigation involved the cross-referencing and correlation of Aurelian's findings with data produced by Pinnacle Forensics LLC, the forensic technology firm retained by Calderwood & Harkness on behalf of CRH to conduct forensic imaging and analysis of CRH-issued devices and enterprise cloud environments. Dr. Rajiv Anand, the lead forensic examiner at Pinnacle, provided Aurelian with access to relevant forensic data including device metadata, application installation logs, encrypted messaging metadata (timestamps and participant identifiers), cloud access logs, and data exfiltration timelines. The integration of these two parallel investigative streams — Aurelian's field investigation and Pinnacle's digital forensics — has produced a comprehensive and internally consistent reconstruction of the recruitment timeline.

Review of CRH Internal Records. CRH's General Counsel, Theresa Yun-Park, and Chief People Officer, Roland Ashby, provided Aurelian (through Calderwood & Harkness) with access to a range of internal CRH records relevant to the investigation. These included employee travel expense reports, corporate credit card statements, badge-in and badge-out access logs for CRH's Seattle headquarters, internal calendar entries and meeting room booking records, and human resources files for each member of the Rathore Group. These records were essential in establishing the movements and internal communications of the Rathore Group members during the pre-resignation period.

C. Limitations. Several limitations on the investigation should be noted. First, the investigation was commissioned on February 21, 2025 — fourteen days after the resignations occurred on February 7, 2025 — and accordingly, certain pre-resignation activities have been reconstructed from records and witness accounts rather than observed in real time. While Aurelian has made every effort to verify the accuracy of its reconstructed timeline through multiple independent sources, some degree of inferential analysis has been necessary.

Second, the content of encrypted messaging communications (conducted via Harborline Technologies and, to a lesser extent, Meridian Services Inc.) exchanged among members of the Rathore Group during the January 7 through February 7, 2025 period is not directly accessible to Aurelian. The Harborline Technologies messaging protocol employs end-to-end encryption that prevents recovery of message content from device images after messages have been deleted. However, the existence and timing of these encrypted communications have been confirmed through Pinnacle Forensics' device forensic analysis, which identified application installation timestamps, message metadata (including timestamps and participant identifiers for group conversations), and data volume metrics. The forensic evidence establishing the encrypted messaging campaign is discussed in greater detail in Section IV.D below.

Third, Verdana Commerce Group, Inc. and Greystone Capital Partners, LP both declined to cooperate with the investigation. Aurelian, through Calderwood & Harkness, made written requests to counsel for both entities seeking voluntary cooperation. Helen Tsoi, General Counsel of Verdana, responded through outside counsel (Whitfield Breyer & Associates LLP) declining the request and asserting that Verdana had no obligation to participate in a pre-litigation investigation. Greystone did not respond to the request. As a result, the investigation of Verdana's and Greystone's roles has been conducted entirely through independent investigative means.

III. BACKGROUND: THE PARTIES AND COMPETITIVE CONTEXT

A. Cascade Retail Holdings Inc.

Cascade Retail Holdings Inc. is a publicly traded omnichannel retail company listed on the Nasdaq Global Select Market under the ticker symbol CRHL (EIN: 91-2847351). CRH is headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. Founded in 1987, CRH has grown into one of the nation's leading retail enterprises, operating 387 brick-and-mortar retail locations across 34 states as well as a robust direct-to-consumer ecommerce platform that has experienced significant growth in recent years.

For fiscal year 2024, CRH reported consolidated revenue of approximately $6.82 billion, with a net income of approximately $412 million. The company's merchandising division — the organizational unit at the center of this dispute — accounted for approximately $2.3 billion in gross merchandise value in FY2024 and is widely regarded within the retail industry as one of CRH's primary competitive advantages. The merchandising division is responsible for all aspects of CRH's product sourcing, vendor management, category planning, private-label brand development, and seasonal assortment strategy.

CRH's current executive leadership team includes Marcus Langford, Chief Executive Officer; Theresa Yun-Park, General Counsel and Corporate Secretary; and Roland Ashby, Chief People Officer. Both Ms. Yun-Park and Mr. Ashby have been primary points of contact with Calderwood & Harkness and have facilitated the investigation by providing timely access to internal records and personnel.

Of particular significance to this matter, the departing members of the Rathore Group had direct and comprehensive access to some of CRH's most competitively sensitive proprietary information, including proprietary vendor negotiation playbooks that embody decades of refined negotiation strategies and preferred terms; seasonal buying algorithms that incorporate proprietary demand-forecasting models and inventory optimization parameters; private-label sourcing strategies that contain confidential supplier identities, cost structures, and exclusivity arrangements; and the confidential five-year category expansion roadmap known internally as "Project Ridgeline," which was completed in October 2024 and represents the strategic blueprint for CRH's planned expansion into new product categories and geographic markets through 2029. Project Ridgeline was developed under the direct leadership of Priya Rathore and involved substantial contributions from each member of the Rathore Group. The roadmap is classified at CRH's highest level of confidentiality and is accessible only to a limited group of senior executives and their direct reports. The competitive significance of Project Ridgeline to Verdana's announced growth initiative cannot be overstated, as discussed further below.

B. Verdana Commerce Group, Inc.

Verdana Commerce Group, Inc. is a Delaware corporation headquartered at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801 (EIN: 51-3982647). Verdana is a privately held retail company that competes directly with CRH in multiple product categories. The company's estimated FY2024 revenue was approximately $1.9 billion, making it significantly smaller than CRH but an increasingly aggressive competitor. Verdana and CRH compete head-to-head in 28 overlapping product categories, with the most significant areas of overlap in home goods, apparel, and seasonal décor — the very categories in which CRH's merchandising division, and the Rathore Group specifically, have driven the greatest competitive differentiation.

Verdana's current executive leadership includes Warren Dietrich, Chief Executive Officer, and Helen Tsoi, General Counsel. Mr. Dietrich was recruited to the CEO position by Greystone Capital Partners in Q1 2024, following Greystone's acquisition of its majority stake, and has been publicly credited with the development of Verdana's aggressive growth strategy.

On or about January 15, 2025, Verdana publicly announced a "transformational growth initiative" targeting $4 billion in annual revenue by 2028 — more than doubling its current revenue base within approximately three years. The announcement specifically cited planned expansion into private-label home goods and seasonal décor as the pillars of this growth strategy. These are, of course, CRH's strongest categories and the precise areas in which the Rathore Group has developed the deepest institutional knowledge and proprietary strategic frameworks. The timing of this announcement — coming approximately nine days after the initial dinner meeting between Dietrich, Westbrook, and Rathore — is unlikely to be coincidental and underscores that the recruitment of CRH's merchandising team was a central component of Verdana's growth plan from its inception.

Verdana's majority equity holder is Greystone Capital Partners, LP, a private equity firm headquartered at 680 Park Avenue, 22nd Floor, New York, New York 10065. Greystone's Managing Partner is Elliot Westbrook, who has been personally involved in the oversight of the Verdana investment. Greystone acquired its majority stake in Verdana in Q3 2023 for an enterprise value of approximately $2.4 billion, through Greystone Capital Fund VII, LP — a 2022-vintage fund with approximately $8.5 billion in committed capital. Greystone is one of the largest consumer-focused private equity firms in the United States, and its Fund VII portfolio includes several other consumer retail and branded consumer products investments. Greystone's direct involvement in the recruitment of CRH's merchandising team, as evidenced by Westbrook's participation in the January 6, 2025 dinner, elevates this matter from a routine competitive hiring dispute to a PE-directed strategic raid on a competitor's core intellectual capital.

C. The Rathore Group — Eight Departing Employees

The eight former CRH employees who resigned simultaneously on February 7, 2025 — referred to herein as the "Rathore Group" — collectively constituted the entire senior leadership of CRH's merchandising division. The individuals, their former CRH roles, tenure, restrictive covenant terms, and known post-departure positions are as follows:

1. Priya Rathore — Former Senior Vice President of Merchandising. Employed at CRH from June 3, 2019 through February 7, 2025 (approximately 5 years, 8 months). Subject to an 18-month post-termination non-competition covenant. Residence: 14 Harbor Ridge Lane, Bellevue, Washington 98004. Accepted the newly created role of President of Merchandising & Strategy at Verdana Commerce Group, Inc.

2. Derek Linden — Former Vice President, Hardlines Merchandising. Approximately 7 years of tenure at CRH. Subject to an 18-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

3. Sonia Kaczmarek — Former Vice President, Softlines Merchandising. Approximately 5 years of tenure at CRH. Subject to an 18-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

4. Amara Osei — Former Director, Private Label Strategy. Approximately 4 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

5. Brent Halvorsen — Former Director, Seasonal Planning & Analytics. Approximately 6 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

6. Lucia Fernandez-Gill — Former Director, Vendor Relations (Domestic). Approximately 5 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

7. Nathan Tsao — Former Senior Manager, eCommerce Merchandising. Approximately 3 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

8. Kira Johansson — Former Senior Manager, Category Analytics. Approximately 4 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

All eight employees executed employment agreements with CRH that are governed by Delaware law and contain substantially similar restrictive covenant provisions. Each agreement includes a post-termination non-competition covenant (18 months for the three most senior employees; 12 months for the remaining five), a non-solicitation of employees covenant prohibiting the solicitation or recruitment of CRH employees for a period of 18 months (for all eight employees), a non-solicitation of vendors covenant prohibiting the diversion of CRH vendor relationships for a period of 12 months, and comprehensive confidentiality obligations that survive termination indefinitely with respect to trade secrets and for a period of three years with respect to other proprietary information. The restrictive covenants are supported by adequate consideration, including the employees' initial or continued employment and, in several cases, supplemental equity awards.

The simultaneous departure of all eight members of the Rathore Group left CRH's merchandising division without its entire senior leadership team and created an immediate operational crisis that CRH is still working to address. The magnitude of the loss — encompassing the full spectrum of merchandising functions from hardlines and softlines to private label, seasonal planning, vendor relations, ecommerce, and category analytics — reflects the comprehensive and deliberate nature of the recruitment campaign.

IV. DETAILED TIMELINE OF RECRUITMENT

The following sections set forth the detailed timeline of the Verdana/Greystone recruitment campaign as reconstructed through Aurelian's investigation, correlated with forensic findings from Pinnacle Forensics LLC and internal CRH records. The timeline is presented in chronological order and identifies the evidentiary basis for each finding.

A. Pre-Contact Period: Background and Context (Q3 2023 – Q4 2024)

While the earliest confirmed direct contact between Verdana/Greystone personnel and any member of the Rathore Group is the January 6, 2025 dinner meeting discussed in Section IV.B below, several antecedent events are relevant to understanding the context and motivation for the recruitment campaign.

Q3 2023: Greystone Acquires Majority Stake in Verdana. In the third quarter of 2023, Greystone Capital Fund VII, LP acquired a majority equity stake in Verdana Commerce Group for an enterprise value of approximately $2.4 billion. This acquisition marked a significant escalation in Verdana's competitive ambitions and provided the company with access to the financial resources and strategic guidance of one of the nation's most prominent consumer-focused private equity firms. As noted above, Warren Dietrich was subsequently installed as CEO by Greystone in Q1 2024, with a mandate to pursue aggressive growth.

October 2024: Completion of Project Ridgeline. In October 2024, CRH's merchandising division completed Project Ridgeline — CRH's confidential five-year strategic category expansion roadmap covering the period 2025 through 2029. Project Ridgeline was developed over approximately 14 months under the direct leadership of Priya Rathore and with significant contributions from each of the other seven members of the Rathore Group. The roadmap encompasses detailed category-by-category expansion strategies, proprietary vendor sourcing plans, private-label brand extension frameworks, competitive positioning analyses, financial projections, and capital allocation recommendations. All eight members of the Rathore Group had full and unrestricted access to the complete Project Ridgeline materials, including the most competitively sensitive elements relating to CRH's planned entry into new product categories and its strategy for defending its market position against competitors including Verdana.

Late Q4 2024: Verdana's Internal Planning for Growth Initiative. Based on confidential source interviews conducted by Aurelian, Verdana and Greystone leadership began internal planning for Verdana's "transformational growth initiative" during the fourth quarter of 2024. Aurelian's confidential sources, whose identities are protected but whose reliability has been assessed and confirmed, indicate that during this internal planning period, Greystone and Verdana leadership specifically identified CRH's merchandising team as a target for recruitment. According to these sources, the CRH merchandising team was viewed within Greystone and Verdana as the "gold standard" in the retail industry, and the recruitment of that team was seen as a faster and more cost-effective path to building merchandising capabilities than organic hiring and development. While Aurelian has been unable to identify a specific date or meeting at which the decision to target the CRH team was made, the confidential source information is consistent with the subsequent events and strongly suggests that the recruitment campaign was conceived no later than December 2024.

No Direct Evidence of Pre-January 2025 Contact. Despite thorough investigation, Aurelian has not identified any direct evidence of contact between Verdana or Greystone personnel and any member of the Rathore Group prior to January 6, 2025. This does not foreclose the possibility that such contacts occurred — particularly given the encrypted messaging capabilities available to all parties — but no affirmative evidence of earlier contact has been uncovered to date. Aurelian's investigation into possible December 2024 or earlier contacts is ongoing, as discussed in Section VI below.

B. Initial Contact: The January 6, 2025 Dinner Meeting (New York City)

The earliest confirmed direct contact between Verdana/Greystone leadership and any member of the Rathore Group is a dinner meeting that took place on the evening of Monday, January 6, 2025, in a private dining room at a restaurant in Midtown Manhattan, New York City.

Date: January 6, 2025 (Monday evening).

Location: Private dining room at a restaurant in the Midtown Manhattan area of New York City. The specific restaurant name is identified in Aurelian's full investigative report (Exhibit 8) and is withheld from this summary memorandum to protect the identity of a confidential source.

Confirmed Attendees:

• Warren Dietrich, Chief Executive Officer, Verdana Commerce Group, Inc.

• Elliot Westbrook, Managing Partner, Greystone Capital Partners, LP

• Priya Rathore, then-Senior Vice President of Merchandising, Cascade Retail Holdings Inc.

How discovered. The January 6 dinner meeting was identified and confirmed through a convergence of multiple independent investigative leads, each of which corroborates the others:

CRH Corporate Travel Records. Aurelian's review of CRH's corporate travel records and expense reporting systems confirmed that Rathore did not submit a CRH travel expense report for any trip to New York City during the January 3–10, 2025 period. This absence is notable because CRH's travel policy requires employees to submit expense reports for all business-related travel within 10 business days. The absence of an expense report indicates that Rathore treated this trip as personal travel and did not seek reimbursement from CRH, which is consistent with the trip being for a purpose unrelated to CRH business — namely, a meeting with Verdana and Greystone principals.

Airline Booking Records. Through lawful investigative means, Aurelian identified airline booking records confirming that Priya Rathore flew from Seattle-Tacoma International Airport (SEA) to John F. Kennedy International Airport (JFK) on Sunday, January 5, 2025, and returned from JFK to SEA on Tuesday, January 7, 2025. The specific flight details are set forth in Exhibit 2.

Hotel Reservation Records. Aurelian confirmed that Rathore held a hotel reservation at a Manhattan hotel for the night of January 5–6, 2025. The hotel and room details are included in Exhibit 2 and in Aurelian's full investigative report.

Confidential Source Interview. Aurelian conducted a confidential interview with a hospitality industry contact who confirmed the existence of a private dining reservation at the relevant restaurant on the evening of January 6, 2025, under the name of Elliot Westbrook. The reservation was for a party of three guests in a private dining room. The source's account is consistent with and corroborated by the travel records described above.

Geographic Consistency. Greystone Capital Partners' principal office is located at 680 Park Avenue, 22nd Floor, New York, New York 10065 — in the Midtown/Upper East Side area of Manhattan, consistent with the general location of the dinner meeting. It is reasonable to infer that Westbrook, as the meeting's apparent organizer (the reservation was under his name), selected a restaurant convenient to his office.

Significance of the January 6 Dinner. This meeting represents the critical inflection point in the recruitment timeline. Several aspects of the meeting warrant emphasis:

First, the meeting constitutes the earliest confirmed direct contact between Verdana/Greystone leadership and any member of the Rathore Group. Everything that follows in the timeline flows from this initial meeting.

Second, the participation of Elliot Westbrook, Managing Partner of Greystone Capital Partners, demonstrates that the recruitment of CRH's merchandising team was not merely an operational hiring decision made by Verdana's management. Rather, it was a strategic initiative conceived and driven at the private equity sponsor level, with the personal involvement of Greystone's most senior executive. This fact has significant implications for the scope of liability and the strength of CRH's claims, as it establishes that Greystone was an active participant in — and not merely a passive beneficiary of — the recruitment campaign from its inception.

Third, the fact that the meeting involved only Rathore (and not other members of the Rathore Group) suggests that Verdana and Greystone initially targeted Rathore as the key recruit and intended for Rathore to serve as the conduit for recruiting the remainder of her team. This inference is strongly supported by the subsequent events described in Section IV.C below.

Fourth, given the rapid pace of subsequent events — Rathore's immediate installation of encrypted messaging applications on the very next day (January 7) and her scheduling of one-on-one meetings with all seven team members within five days of her return — it is reasonable to infer that substantial terms of employment were discussed at or around this meeting. It strains credulity to suppose that Rathore would have moved so swiftly and decisively absent a concrete offer or near-final terms from Verdana and Greystone. It is also reasonable to infer that Rathore was specifically tasked during the dinner with recruiting the other seven members of her team to join her at Verdana.

C. Rathore's Internal Communications with the Merchandising Team (January 7–12, 2025)

The days immediately following the January 6 dinner meeting reveal a pattern of conduct by Rathore that is consistent with the execution of a recruitment plan directed at her CRH team members.

January 7, 2025 — Return to Seattle and Installation of Encrypted Messaging. CRH badge-in logs confirm that Rathore returned to normal work attendance at CRH's Seattle headquarters on Tuesday, January 7, 2025 — the day after the New York dinner. That same day, Pinnacle Forensics' analysis of Rathore's CRH-issued mobile device confirmed that the Harborline Technologies encrypted messaging application was installed on the device at 11:42 AM PST. Prior to January 7, 2025, Harborline Technologies had never been installed on Rathore's CRH device. The timing of this installation — within hours of Rathore's return from the Dietrich/Westbrook dinner — is a critical piece of circumstantial evidence. The installation of an encrypted messaging application that prevents message content from being recovered by an employer's forensic analysis is consistent with a need to communicate about matters that Rathore wished to conceal from CRH.

January 7–10, 2025 — Normal Work Attendance. CRH badge-in/badge-out logs confirm that Rathore maintained normal work attendance at CRH's Seattle headquarters from January 7 through January 10, 2025. See Exhibit 3. This is noteworthy because it demonstrates that Rathore continued to report to CRH and perform her duties — and thereby continued to access CRH's confidential information systems — while simultaneously taking steps to recruit her team for departure to a direct competitor.

January 8–12, 2025 — One-on-One Meetings with Team Members. CRH internal calendar entries confirm that Rathore scheduled and held a series of one-on-one meetings with each of the seven other members of the Rathore Group between January 8 and January 12, 2025. See Exhibit 4 for the calendar entries. The meetings were calendared using generic descriptions consistent with routine managerial check-ins (e.g., "1:1 — Q1 Planning Sync" or "Touch Base — Category Review"). Several of the meetings were scheduled in conference rooms that CRH records indicate are not typically used by the merchandising team, which may suggest a desire for privacy. The meeting with Brent Halvorsen on January 12 — a Sunday — is particularly noteworthy, as it fell outside normal working hours and suggests that the meetings had progressed beyond routine check-ins to matters of sufficient urgency to require a weekend meeting.

Aurelian assesses with high confidence that Rathore used these in-person meetings — and the subsequent encrypted messaging channel established on her CRH device on January 7 — to discuss the Verdana opportunity with each member of her team. The temporal proximity of these meetings to the January 6 dinner, the installation of Harborline Technologies on January 7, and the subsequent encrypted messaging activity among all eight team members (discussed in Section IV.D) collectively support this assessment. It is the most reasonable inference from the totality of the evidence that Rathore used the January 8–12 meetings to inform each team member of the Verdana offer and to gauge their interest in joining her.

D. Encrypted Messaging Period (January 13–24, 2025)

Following the one-on-one meetings described above, the forensic evidence reveals a sustained period of encrypted messaging activity among all eight members of the Rathore Group. The findings described in this section are drawn from the preliminary report of Pinnacle Forensics LLC, with detailed findings to be set forth in a separate Pinnacle memorandum.

Between January 13 and January 24, 2025, forensic analysis of CRH-issued devices returned by the departing employees (following their February 7, 2025 resignations) confirmed a series of encrypted messaging exchanges conducted via Harborline Technologies among all eight members of the Rathore Group. While the end-to-end encryption employed by the Harborline Technologies protocol prevents recovery of message content, Pinnacle Forensics was able to extract and analyze message metadata, including timestamps, participant identifiers, and data volume metrics. This metadata confirms the existence of an active group communication channel involving all eight individuals.

The volume and frequency of encrypted messages increased markedly over the 12-day period, reflecting what Aurelian assesses was a progression from initial discussion to active negotiation and coordination:

• January 13–17, 2025: Average of approximately 12 messages per day across the group. This lower volume is consistent with an initial discussion period during which team members were individually evaluating the Verdana opportunity and had not yet committed to departure.

• January 18–24, 2025: Average of approximately 34 messages per day across the group — nearly triple the volume of the preceding five-day period. This escalation in messaging activity is consistent with a period of active coordination, during which the group would have been discussing specific offer terms, logistics of simultaneous resignation, and related matters.

The timing of this encrypted messaging campaign is significant in several respects. The campaign commenced on January 13 — the first business day following Rathore's final one-on-one meeting (with Halvorsen on January 12) — suggesting a transition from individual in-person discussions to group-level coordination. The campaign concluded on January 24, which is three days before Rathore signed her Verdana offer letter on January 27 and coincides with what Aurelian assesses was the final period of offer term negotiation.

Critically, no similar encrypted messaging activity existed on any of these CRH-issued devices prior to January 7, 2025. The complete absence of Harborline Technologies activity before the date of the New York dinner meeting — followed by the immediate installation of the application on January 7 and sustained group messaging beginning January 13 — creates a stark before-and-after pattern that powerfully corroborates the recruitment timeline.

E. Rathore Signs Verdana Offer Letter (January 27, 2025)

On January 27, 2025, Priya Rathore executed an offer letter with Verdana Commerce Group, Inc. reflecting the following material terms, which Aurelian obtained through investigation and cross-referenced with publicly available executive compensation benchmarking data:

• Title: President, Merchandising & Strategy — a newly created position that did not previously exist in Verdana's organizational structure

• Base Salary: $650,000 per annum (compared to $485,000 at CRH, representing a 34% increase)

• Sign-On Bonus: $1,500,000

• Annual Target Bonus: 80% of base salary = $520,000 at target (compared to a target bonus of $290,000 at CRH, representing a 79% increase)

• Equity Compensation: 1.5% of fully diluted VCG equity, subject to vesting

The magnitude and structure of this compensation package warrant careful analysis. The $1.5 million sign-on bonus is far in excess of prevailing market norms for merchandising executives, even at the senior vice president or president level, and is strongly suggestive of an inducement payment specifically designed to overcome Rathore's loyalty to CRH and any reluctance arising from her awareness of her restrictive covenant obligations. The 1.5% equity stake — in a company valued at $2.4 billion at the time of Greystone's acquisition — represents a potential equity value of $36 million at that valuation, further demonstrating the extraordinary financial resources deployed to secure Rathore's departure from CRH. Moreover, the creation of a bespoke President-level position — "President, Merchandising & Strategy" — confirms that the recruitment was not a matter of filling an existing vacancy but rather a purpose-built effort designed specifically to accommodate Rathore and the team she was expected to bring with her.

The totality of the compensation package strongly suggests a premeditated, purpose-built recruitment effort designed to extract CRH's merchandising leadership and transplant it wholesale to Verdana as a cornerstone of Verdana's announced growth strategy.

F. Remaining Seven Employees Sign Offer Letters (January 28 – February 4, 2025)

Between January 28 and February 4, 2025, each of the remaining seven members of the Rathore Group executed individual offer letters with Verdana Commerce Group. While the specific terms for each individual vary based on seniority and role, the investigation has established the following aggregate data points:

• Total Sign-On Bonuses (All Eight Employees): $6,200,000 — comprising $1,500,000 for Rathore and $4,700,000 in aggregate for the other seven members of the group (individual amounts range from approximately $400,000 to $1,100,000 depending on seniority)

• Signing Timeline: All seven remaining employees signed their offer letters within an eight-day window (January 28 to February 4), with no fewer than two employees signing on any single business day within that window

• Position Creation: Aurelian's investigation indicates that, like Rathore's position, several of the roles offered to the remaining seven employees were newly created or substantially restructured to accommodate the incoming CRH team, rather than existing vacancies

The staggered but highly compressed timeline of offer letter executions — eight employees signing over a total of nine calendar days (January 27 through February 4) — indicates a highly coordinated process with predetermined terms. The process is inconsistent with an organic, individualized hiring process in which each candidate independently identifies, applies for, interviews for, and negotiates an offer with a prospective employer. Rather, the compressed timeline is consistent with a block recruitment model in which the material terms were pre-negotiated (likely by Rathore on behalf of the group or by Verdana for the group) and each employee's signing was a ministerial act of executing a pre-prepared offer letter.

Aurelian's analysis of social media and Westmark Health IT activity further corroborates this conclusion. None of the seven non-Rathore members of the group had publicly indicated — through Westmark Health IT profile updates, job search activity, recruiter engagement, or social media posts — that they were seeking new employment at any time prior to January 2025. This absence of any public job search activity, combined with the near-simultaneous execution of offer letters, confirms that the offers originated from Verdana's outreach (through Rathore) rather than from any independent job-seeking initiative by the employees themselves.

The aggregate $6.2 million in sign-on bonuses is a staggering sum for the recruitment of a single team and reflects the value that Verdana and Greystone placed on acquiring CRH's merchandising leadership — not merely as individual contributors, but as a cohesive unit with shared institutional knowledge, established working relationships, and, critically, intimate familiarity with CRH's proprietary strategic plans.

G. Data Exfiltration Period (January 10 – February 4, 2025)

The recruitment timeline discussed above is accompanied by, and substantially overlaps with, a contemporaneous period of data exfiltration from CRH's enterprise information systems. The data exfiltration findings are drawn from the preliminary report of Pinnacle Forensics LLC (separate memorandum dated March 1, 2025, prepared by Dr. Rajiv Anand), and are summarized here for the purpose of temporal correlation with the recruitment timeline.

Between January 10 and February 4, 2025, a total of 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 (including personal Hollowell Health IT and Larkspur Technologies accounts) associated with various members of the Rathore Group. The files accessed and downloaded during this period include, but are not limited to:

• Project Ridgeline presentations and supporting materials, including the complete five-year strategic roadmap, category-specific expansion plans, financial projections, and competitive positioning analyses

• Vendor negotiation term sheets containing confidential pricing, rebate structures, and exclusivity arrangements with CRH's most significant suppliers

• Private-label cost models incorporating proprietary manufacturing cost data, margin analyses, and sourcing strategies for CRH's portfolio of private-label brands

• Customer segmentation data derived from CRH's proprietary analytics platform, including purchasing behavior patterns, demographic profiles, and lifetime value calculations

The temporal overlap between the data exfiltration timeline and the recruitment timeline is striking and, in Aurelian's assessment, is not coincidental:

• Data exfiltration began on January 10, 2025 — exactly four days after the Dietrich/Westbrook/Rathore dinner in New York City and three days after Rathore installed Harborline Technologies on her CRH device. This timing strongly suggests that the exfiltration commenced in direct response to the Verdana opportunity, as part of preparations for the planned departure.

• Data exfiltration ended on February 4, 2025 — the same date on which the last of the seven remaining Rathore Group members signed an offer letter with Verdana. The cessation of exfiltration activity precisely coincides with the completion of the offer signing process, suggesting that the data collection was considered complete once all team members had committed to the move.

This near-exact temporal correlation strongly supports the inference that the data exfiltration was not incidental or routine but was undertaken in connection with, in preparation for, and for the benefit of the Rathore Group's planned transition to Verdana. The nature of the files taken — concentrated in CRH's most competitively sensitive strategic and operational documents, particularly Project Ridgeline — is consistent with an effort to bring proprietary CRH information to Verdana in order to give Verdana an unfair competitive advantage, particularly in the specific product categories targeted by Verdana's announced growth initiative.

The detailed file-by-file analysis and attribution of specific downloads to individual Rathore Group members is contained in Pinnacle Forensics' memorandum, which should be read in conjunction with this analysis.

H. Simultaneous Resignations (February 7, 2025)

On Friday, February 7, 2025, at 4:47 PM PST, all eight members of the Rathore Group submitted simultaneous resignation letters via email, effective immediately. The resignations were directed to CRH's Human Resources department, with copies to each employee's direct supervisor and to Chief People Officer Roland Ashby.

The resignation letters were substantively identical in format, structure, language, and timing. Each letter was approximately one paragraph in length, stated that the employee was resigning effective immediately, expressed appreciation for the employee's time at CRH, and provided no explanation for the resignation. The identical formatting and the simultaneous submission — all eight emails sent within a span of less than three minutes — leave no room for doubt that the resignations were pre-coordinated. The selection of 4:47 PM on a Friday afternoon, near the close of the business week, is consistent with a strategic decision to minimize the opportunity for CRH to take immediate responsive action.

Critically, none of the eight employees provided the notice periods specified in their respective employment agreements. While the specific notice provisions vary slightly among the agreements, each agreement requires a minimum of two weeks' written notice prior to voluntary resignation. The failure to provide any notice period further evidences the coordinated and pre-planned nature of the departures and suggests a deliberate strategy to maximize the disruptive impact on CRH's operations while minimizing the time available for CRH to respond.

CRH Chief People Officer Roland Ashby became aware of the simultaneous resignations on the evening of February 7, 2025, and formally alerted General Counsel Theresa Yun-Park on the following business day, Monday, February 10, 2025. Calderwood & Harkness was engaged shortly thereafter to evaluate CRH's legal options and pursue appropriate remedies.

I. Post-Resignation: Verdana Public Announcement (February 14, 2025)

On Friday, February 14, 2025 — exactly one week after the simultaneous resignations — Verdana Commerce Group issued a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth." See Exhibit 7 for a copy of the press release.

The press release announced the hiring of Priya Rathore as President of Merchandising & Strategy and referenced the "collective expertise" of the broader team she was bringing to Verdana, without naming all eight individuals. The press release framed the hiring as a transformative addition to Verdana's leadership team and linked it explicitly to the company's previously announced growth initiative targeting $4 billion in revenue by 2028. The release quoted both Warren Dietrich and Elliot Westbrook — with Westbrook's quote specifically referencing Greystone's excitement about "the caliber of talent and strategic vision" that Rathore and her team would bring to Verdana.

The rapid timing of the public announcement — issued precisely one week after the resignations — strongly suggests that Verdana had prepared the marketing and communications materials in advance of the resignations, further corroborating the premeditated nature of the recruitment campaign. The inclusion of a quote from Greystone's Westbrook in the press release also confirms Greystone's public association with and endorsement of the recruitment, which is consistent with Westbrook's participation in the January 6 dinner and reinforces the conclusion that the campaign was driven from the PE-sponsor level.

A separate analysis of the press release and its evidentiary implications — including its value as an admission of Verdana's knowledge that it was hiring a team with intimate knowledge of CRH's competitive strategies — is contained in Devon Archer's memorandum dated February 26, 2025, which was previously circulated to the litigation team.

V. ANALYSIS OF KEY FINDINGS

A. Evidence of Pre-Planned Coordinated Recruitment

The totality of the evidence gathered by Aurelian establishes, with a high degree of confidence, a clear and unambiguous sequence of events that is consistent only with a pre-planned, coordinated recruitment campaign:

(1) Greystone and Verdana leadership jointly initiated contact with Rathore at the January 6, 2025 dinner meeting, at which the terms of a specific employment offer were likely discussed and Rathore was tasked with recruiting her team.

(2) Rathore immediately installed encrypted communications tools and conducted a series of one-on-one meetings with each of her seven team members within days of her return from New York.

(3) A sustained encrypted messaging campaign followed, with message volume nearly tripling over a 12-day period as the group moved from initial discussion to active coordination.

(4) All eight employees signed Verdana offer letters within a nine-day window, with $6.2 million in aggregate sign-on bonuses deployed to facilitate the departures.

(5) All eight employees resigned simultaneously, at the same minute on the same day, using substantively identical resignation letters that provided no notice.

(6) Verdana issued a prepared public announcement exactly one week later, quoting both its CEO and the managing partner of its PE sponsor.

No innocent or coincidental explanation accounts for this sequence. The evidence compels the conclusion that Verdana and Greystone conceived, funded, and executed a deliberate campaign to strip CRH of its entire merchandising leadership team as a core component of Verdana's competitive growth strategy.

The involvement of Elliot Westbrook, Managing Partner of Greystone Capital Partners, at the initial dinner demonstrates that this was not a routine talent acquisition but a PE-sponsor-level strategic initiative. Greystone's deployment of its financial resources — through the $6.2 million in sign-on bonuses, the creation of bespoke positions, and the equity compensation offered to Rathore — reflects the type of investment decision that would have required approval at the highest levels of the PE fund. This fact is significant both for establishing Greystone's direct involvement and for demonstrating the magnitude of the competitive harm intended by the campaign.

Finally, the evidence supports the strong inference that Verdana and Greystone knew of — or were willfully blind to — the existence of restrictive covenant obligations binding each member of the Rathore Group. Given the sophistication of the actors involved (a private equity firm managing $8.5 billion in committed capital and a $1.9 billion revenue company with experienced legal counsel), it is implausible that they would have recruited eight senior employees from a publicly traded competitor without conducting even basic due diligence into whether those employees were subject to restrictive covenants. Indeed, the magnitude of the sign-on bonuses — which bear the hallmarks of "covenant insurance" payments designed to incentivize employees to breach their restrictive covenants and bear the associated legal risk — suggests that Verdana and Greystone were not merely aware of the covenants but actively structured their offers to overcome them.

B. Implications for Tortious Interference Claim

The findings summarized above provide strong evidentiary support for CRH's claim of tortious interference with contractual relations against Verdana and Greystone, as pleaded in the Verified Complaint. Under Delaware law, the elements of tortious interference with contractual relations are: (1) the existence of a contract; (2) the defendant's knowledge of the contract; (3) an intentional act by the defendant that is a significant factor in causing the breach of the contract; (4) the act was without justification; and (5) resulting injury.

Aurelian's findings bear directly on each of these elements. The restrictive covenants contained in the Rathore Group's employment agreements are valid and enforceable contracts governed by Delaware law. As discussed above, the evidence supports the inference that Verdana and Greystone had actual or constructive knowledge of these contractual obligations. Verdana's direct outreach to Rathore — through the January 6 dinner initiated by its CEO and Greystone's managing partner — and the subsequent orchestration of the block departure of an entire team constitute intentional acts that were a significant factor in causing the Rathore Group members to breach their non-competition, non-solicitation, and confidentiality obligations. The creation of a bespoke President-level position for Rathore and the deployment of $6.2 million in sign-on bonuses constitute powerful evidence of intentional inducement — these are not the hallmarks of passive hiring but of active, aggressive, and deliberate recruitment.

Greystone's participation is particularly significant. Greystone's managing partner participated in the initial recruitment meeting, Greystone provided the financial resources to fund the sign-on bonuses and equity awards, and Greystone's Westbrook was quoted in the public press release announcing the hires. Greystone's role as majority equity holder and its active participation in the recruitment campaign establish it as a joint tortfeasor, not merely a passive investor.

C. Implications for Civil Conspiracy Claim

The evidence also strongly supports CRH's civil conspiracy claim. Under Delaware law, civil conspiracy requires: (1) a confederation or combination of two or more persons; (2) an unlawful act done in furtherance of the conspiracy; and (3) actual damage.

The coordinated nature of the Rathore Group's conduct — including the encrypted messaging campaign, the near-simultaneous signing of offer letters, and the precisely simultaneous resignations at 4:47 PM PST on February 7 — demonstrates a confederation or combination among the eight departing employees and Verdana (and Greystone). The unlawful acts undertaken in furtherance of the conspiracy include the breach of restrictive covenants, the breach of confidentiality obligations, and the exfiltration of 14,327 confidential files from CRH's systems. The resulting damage to CRH — including the loss of its entire merchandising leadership, the compromise of Project Ridgeline and other trade secrets, and the competitive harm flowing from Verdana's ability to leverage CRH's proprietary information — is substantial and ongoing.

The conspiracy, as established by the evidence, extended from at least January 6, 2025 (the date of the initial dinner) through at least February 7, 2025 (the date of the simultaneous resignations), and arguably continued through February 14, 2025 (the date of Verdana's public announcement, which effectively completed the public execution of the conspiratorial plan). The extended duration and the multiplicity of coordinated acts undertaken during this period — spanning recruitment, encrypted communications, offer execution, data exfiltration, simultaneous resignation, and public announcement — reflect a carefully planned and methodically executed conspiracy.

D. Significance of Data Exfiltration Timing

The near-exact temporal overlap between the recruitment timeline and the data exfiltration timeline — both spanning from early-to-mid January through February 4, 2025 — is among the most consequential findings of the investigation. This overlap is not a coincidence; it is the product of a coordinated plan in which the acquisition of CRH's most sensitive confidential information was integral to the value proposition that the Rathore Group was bringing to Verdana.

Several specific aspects of the temporal correlation merit emphasis:

• The exfiltration began on January 10 — four days after the dinner meeting and only three days after Rathore installed Signal. This rapid onset suggests that the retrieval of CRH data was discussed at or shortly after the January 6 meeting and may have been a condition or expectation of the Verdana employment offers.

• The exfiltration ended on February 4 — the same day the last team member signed an offer letter. This correlation suggests that the data collection was completed once all team members had formally committed to the move, indicating that the exfiltration was not opportunistic or ongoing but was a discrete task undertaken during the transition period.

• The files exfiltrated were concentrated in CRH's most competitively sensitive categories — Project Ridgeline, vendor negotiation terms, private-label cost models, and customer segmentation data — which are precisely the categories most relevant to Verdana's announced growth initiative. This selectivity indicates that the exfiltration was targeted and purposeful, not indiscriminate.

This finding has direct implications for CRH's claim under the Delaware Uniform Trade Secrets Act ("DUTSA"), 6 Del. C. §§ 2001–2009, as pleaded in Count 3 of the Verified Complaint. The temporal correlation between the recruitment and the exfiltration supports the inference that the trade secret misappropriation was not merely an independent act

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGE
TO: Bernard Crawford, Responsible Partner, Labor & Employment
FROM: James Underwood, Lead Associate, Labor & Employment
DATE: March 4, 2025
RE: Aurelian Investigations Group Inc. — Summary of Investigation Findings: Timeline of Coordinated Recruitment of CRH Merchandising Team by Verdana Commerce Group, Inc.
MATTER: Cascade Retail Holdings Inc. v. Rathore et al. — C&H Matter No. 1038-00006
CONFIDENTIALITY NOTICE: This memorandum constitutes privileged and confidential attorney work product prepared in anticipation of litigation and is protected from disclosure under the attorney-client privilege and the work product doctrine. This memorandum contains the mental impressions, conclusions, and opinions of counsel and has been prepared at the direction of attorneys at Calderwood & Harkness LLP in connection with pending and anticipated litigation. Do not distribute without prior authorization from the undersigned or Bernard Crawford.
I. EXECUTIVE SUMMARY
The purpose of this memorandum is to summarize and analyze the key findings from the investigation conducted by Aurelian Investigations Group Inc. ("Aurelian"), which was retained by Calderwood & Harkness LLP on behalf of our client, Cascade Retail Holdings Inc. ("CRH"), on February 21, 2025. The lead investigator for the engagement is Sandra Fielding, the principal of Aurelian's Seattle office. This memorandum synthesizes Aurelian's findings and correlates them with forensic data produced by Pinnacle Forensics LLC, as well as internal CRH records made available by CRH's General Counsel and Chief People Officer.
The investigation establishes a coordinated, premeditated recruitment campaign orchestrated by Verdana Commerce Group, Inc. ("Verdana" or "VCG") and its private equity sponsor, Greystone Capital Partners, LP ("Greystone"), targeting CRH's eight-person senior merchandising team led by former Senior Vice President of Merchandising Priya Rathore (collectively, the "Rathore Group"). The recruitment campaign spanned from at least early January 2025 through the simultaneous resignations of all eight employees on February 7, 2025, and culminated in a public announcement by Verdana on February 14, 2025.
The evidence gathered during the investigation demonstrates, with a high degree of confidence, that the recruitment effort was initiated at the private equity sponsor level — specifically, by Greystone Managing Partner Elliot Westbrook and Verdana CEO Warren Dietrich — and that it was designed to strip CRH of its entire senior merchandising leadership in a single coordinated action. The financial resources deployed in furtherance of this campaign — including aggregate sign-on bonuses of $6.2 million across all eight departing employees — underscore the strategic nature and premeditation of the effort. The investigation further reveals that the recruitment timeline substantially overlaps with a contemporaneous data exfiltration period during which 14,327 confidential CRH files (~2.8 GB) were downloaded to personal cloud storage accounts, a finding detailed in Pinnacle Forensics LLC's separate memorandum dated March 1, 2025.
Aurelian's findings are based on a comprehensive investigative methodology encompassing surveillance reports, public records searches, travel records analysis, social media and professional networking site monitoring, confidential source interviews, and cross-referencing with forensic data provided by Pinnacle Forensics LLC (lead forensic examiner: Dr. Rajiv Anand). The findings discussed herein support the claims of tortious interference with contractual relations (against Verdana and Greystone) and civil conspiracy (against all defendants and Verdana), as pleaded in the Verified Complaint filed March 5, 2025, in Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ, Delaware Court of Chancery.
This memorandum is organized as follows: Section II describes the scope of the Aurelian engagement and its investigative methodology. Section III provides necessary background on the parties and the competitive landscape. Section IV sets forth the detailed timeline of the recruitment campaign in chronological order. Section V analyzes the key findings and their implications for CRH's legal claims. Section VI identifies remaining investigative steps and open items. Section VII lists the exhibits and attachments referenced herein. Section VIII provides concluding recommendations.
II. SCOPE OF ENGAGEMENT AND INVESTIGATIVE METHODOLOGY
A. Engagement Parameters
Aurelian Investigations Group Inc. was engaged on February 21, 2025, pursuant to an engagement letter executed through Calderwood & Harkness LLP on behalf of CRH. The engagement was structured through outside counsel so that the investigation and its work product would be protected under the attorney-client privilege and the work product doctrine. All communications with Aurelian have been directed through this firm, and Aurelian has been instructed to treat all investigative findings as privileged and confidential.
The lead investigator assigned to the matter is Sandra Fielding, a licensed private investigator with over twenty years of experience in corporate investigations, including employee departure and trade secret matters. Ms. Fielding operates out of Aurelian's principal office located at 1420 Fifth Avenue, Suite 2210, Seattle, Washington 98101. Ms. Fielding was supported by a team of three additional investigators and two research analysts during the course of the engagement.
The scope of the engagement was defined as follows: to investigate the circumstances surrounding the coordinated departure of eight CRH merchandising employees (the Rathore Group), including all pre-resignation communications and contacts with Verdana and Greystone personnel, the timeline and mechanics of the recruitment campaign, the financial terms offered to the departing employees, and any indicia of coordination among the departing employees and their prospective employer. The investigation was also tasked with identifying any evidence of involvement by Greystone Capital Partners in the recruitment effort, including any evidence suggesting that the campaign was initiated or directed at the private equity sponsor level.
B. Investigative Methods Employed
Aurelian employed a multi-faceted investigative methodology designed to reconstruct the recruitment timeline with the greatest possible accuracy and evidentiary rigor. The following methods were utilized during the course of the investigation:
Public Records Searches. Aurelian conducted comprehensive public records searches across multiple jurisdictions, including corporate filings with the Delaware Division of Corporations and the Washington Secretary of State, real property records, travel records obtained through lawful means, hotel reservation records, and restaurant reservation records. These searches were instrumental in establishing the January 6, 2025 dinner meeting in New York City between Rathore, Dietrich, and Westbrook, as well as in confirming travel patterns of key individuals during the relevant period.
Social Media and Professional Networking Site Monitoring. Aurelian monitored the publicly available social media profiles and professional networking accounts (including Westmark Health IT) of all eight members of the Rathore Group, as well as key Verdana and Greystone personnel including Warren Dietrich, Elliot Westbrook, and Helen Tsoi. This monitoring was conducted on an ongoing basis throughout the investigation period and yielded relevant data regarding the timing of profile updates, employment status changes, and professional connections established during the recruitment period.
Open-Source intelligence (OSINT) Analysis. Aurelian's research team conducted extensive OSINT analysis, including review of press releases, industry publications, conference attendance records, SEC filings (to the extent publicly available for Greystone fund-related entities), and news articles relating to Verdana's announced "transformational growth initiative" and the competitive dynamics between CRH and Verdana in the retail merchandising space.
Surveillance. Following the resignations, Aurelian conducted lawful surveillance of certain individuals, including observation of movements and activities to the extent permissible under applicable law. Surveillance activities were focused on post-resignation conduct and did not involve any intrusive or unlawful monitoring techniques. The specifics of surveillance observations are detailed in Aurelian's full investigative report (Exhibit 8) and are summarized where relevant in the timeline set forth in Section IV below.
Confidential Source Interviews. Aurelian conducted a series of confidential source interviews with individuals who had relevant knowledge of the events under investigation. These sources included former colleagues of members of the Rathore Group, industry contacts with knowledge of Verdana's strategic planning and hiring activities, and hospitality industry personnel with knowledge of the January 6 dinner meeting. All interviews were conducted in accordance with applicable ethical and legal standards, and the identities of confidential sources are protected in Aurelian's full report.
Cross-Referencing and Correlation with Pinnacle Forensics LLC Data. A critical component of the investigation involved the cross-referencing and correlation of Aurelian's findings with data produced by Pinnacle Forensics LLC, the forensic technology firm retained by Calderwood & Harkness on behalf of CRH to conduct forensic imaging and analysis of CRH-issued devices and enterprise cloud environments. Dr. Rajiv Anand, the lead forensic examiner at Pinnacle, provided Aurelian with access to relevant forensic data including device metadata, application installation logs, encrypted messaging metadata (timestamps and participant identifiers), cloud access logs, and data exfiltration timelines. The integration of these two parallel investigative streams — Aurelian's field investigation and Pinnacle's digital forensics — has produced a comprehensive and internally consistent reconstruction of the recruitment timeline.
Review of CRH Internal Records. CRH's General Counsel, Theresa Yun-Park, and Chief People Officer, Roland Ashby, provided Aurelian (through Calderwood & Harkness) with access to a range of internal CRH records relevant to the investigation. These included employee travel expense reports, corporate credit card statements, badge-in and badge-out access logs for CRH's Seattle headquarters, internal calendar entries and meeting room booking records, and human resources files for each member of the Rathore Group. These records were essential in establishing the movements and internal communications of the Rathore Group members during the pre-resignation period.
C. Limitations.  Several limitations on the investigation should be noted. First, the investigation was commissioned on February 21, 2025 — fourteen days after the resignations occurred on February 7, 2025 — and accordingly, certain pre-resignation activities have been reconstructed from records and witness accounts rather than observed in real time. While Aurelian has made every effort to verify the accuracy of its reconstructed timeline through multiple independent sources, some degree of inferential analysis has been necessary.
Second, the content of encrypted messaging communications (conducted via Harborline Technologies and, to a lesser extent, Meridian Services Inc.) exchanged among members of the Rathore Group during the January 7 through February 7, 2025 period is not directly accessible to Aurelian. The Harborline Technologies messaging protocol employs end-to-end encryption that prevents recovery of message content from device images after messages have been deleted. However, the existence and timing of these encrypted communications have been confirmed through Pinnacle Forensics' device forensic analysis, which identified application installation timestamps, message metadata (including timestamps and participant identifiers for group conversations), and data volume metrics. The forensic evidence establishing the encrypted messaging campaign is discussed in greater detail in Section IV.D below.
Third, Verdana Commerce Group, Inc. and Greystone Capital Partners, LP both declined to cooperate with the investigation. Aurelian, through Calderwood & Harkness, made written requests to counsel for both entities seeking voluntary cooperation. Helen Tsoi, General Counsel of Verdana, responded through outside counsel (Whitfield Breyer & Associates LLP) declining the request and asserting that Verdana had no obligation to participate in a pre-litigation investigation. Greystone did not respond to the request. As a result, the investigation of Verdana's and Greystone's roles has been conducted entirely through independent investigative means.
III. BACKGROUND: THE PARTIES AND COMPETITIVE CONTEXT
A. Cascade Retail Holdings Inc.
Cascade Retail Holdings Inc. is a publicly traded omnichannel retail company listed on the Nasdaq Global Select Market under the ticker symbol CRHL (EIN: 91-2847351). CRH is headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. Founded in 1987, CRH has grown into one of the nation's leading retail enterprises, operating 387 brick-and-mortar retail locations across 34 states as well as a robust direct-to-consumer ecommerce platform that has experienced significant growth in recent years.
For fiscal year 2024, CRH reported consolidated revenue of approximately $6.82 billion, with a net income of approximately $412 million. The company's merchandising division — the organizational unit at the center of this dispute — accounted for approximately $2.3 billion in gross merchandise value in FY2024 and is widely regarded within the retail industry as one of CRH's primary competitive advantages. The merchandising division is responsible for all aspects of CRH's product sourcing, vendor management, category planning, private-label brand development, and seasonal assortment strategy.
CRH's current executive leadership team includes Marcus Langford, Chief Executive Officer; Theresa Yun-Park, General Counsel and Corporate Secretary; and Roland Ashby, Chief People Officer. Both Ms. Yun-Park and Mr. Ashby have been primary points of contact with Calderwood & Harkness and have facilitated the investigation by providing timely access to internal records and personnel.
Of particular significance to this matter, the departing members of the Rathore Group had direct and comprehensive access to some of CRH's most competitively sensitive proprietary information, including proprietary vendor negotiation playbooks that embody decades of refined negotiation strategies and preferred terms; seasonal buying algorithms that incorporate proprietary demand-forecasting models and inventory optimization parameters; private-label sourcing strategies that contain confidential supplier identities, cost structures, and exclusivity arrangements; and the confidential five-year category expansion roadmap known internally as "Project Ridgeline," which was completed in October 2024 and represents the strategic blueprint for CRH's planned expansion into new product categories and geographic markets through 2029. Project Ridgeline was developed under the direct leadership of Priya Rathore and involved substantial contributions from each member of the Rathore Group. The roadmap is classified at CRH's highest level of confidentiality and is accessible only to a limited group of senior executives and their direct reports. The competitive significance of Project Ridgeline to Verdana's announced growth initiative cannot be overstated, as discussed further below.
B. Verdana Commerce Group, Inc.
Verdana Commerce Group, Inc. is a Delaware corporation headquartered at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801 (EIN: 51-3982647). Verdana is a privately held retail company that competes directly with CRH in multiple product categories. The company's estimated FY2024 revenue was approximately $1.9 billion, making it significantly smaller than CRH but an increasingly aggressive competitor. Verdana and CRH compete head-to-head in 28 overlapping product categories, with the most significant areas of overlap in home goods, apparel, and seasonal décor — the very categories in which CRH's merchandising division, and the Rathore Group specifically, have driven the greatest competitive differentiation.
Verdana's current executive leadership includes Warren Dietrich, Chief Executive Officer, and Helen Tsoi, General Counsel. Mr. Dietrich was recruited to the CEO position by Greystone Capital Partners in Q1 2024, following Greystone's acquisition of its majority stake, and has been publicly credited with the development of Verdana's aggressive growth strategy.
On or about January 15, 2025, Verdana publicly announced a "transformational growth initiative" targeting $4 billion in annual revenue by 2028 — more than doubling its current revenue base within approximately three years. The announcement specifically cited planned expansion into private-label home goods and seasonal décor as the pillars of this growth strategy. These are, of course, CRH's strongest categories and the precise areas in which the Rathore Group has developed the deepest institutional knowledge and proprietary strategic frameworks. The timing of this announcement — coming approximately nine days after the initial dinner meeting between Dietrich, Westbrook, and Rathore — is unlikely to be coincidental and underscores that the recruitment of CRH's merchandising team was a central component of Verdana's growth plan from its inception.
Verdana's majority equity holder is Greystone Capital Partners, LP, a private equity firm headquartered at 680 Park Avenue, 22nd Floor, New York, New York 10065. Greystone's Managing Partner is Elliot Westbrook, who has been personally involved in the oversight of the Verdana investment. Greystone acquired its majority stake in Verdana in Q3 2023 for an enterprise value of approximately $2.4 billion, through Greystone Capital Fund VII, LP — a 2022-vintage fund with approximately $8.5 billion in committed capital. Greystone is one of the largest consumer-focused private equity firms in the United States, and its Fund VII portfolio includes several other consumer retail and branded consumer products investments. Greystone's direct involvement in the recruitment of CRH's merchandising team, as evidenced by Westbrook's participation in the January 6, 2025 dinner, elevates this matter from a routine competitive hiring dispute to a PE-directed strategic raid on a competitor's core intellectual capital.
C. The Rathore Group — Eight Departing Employees
The eight former CRH employees who resigned simultaneously on February 7, 2025 — referred to herein as the "Rathore Group" — collectively constituted the entire senior leadership of CRH's merchandising division. The individuals, their former CRH roles, tenure, restrictive covenant terms, and known post-departure positions are as follows:
1.  Priya Rathore — Former Senior Vice President of Merchandising. Employed at CRH from June 3, 2019 through February 7, 2025 (approximately 5 years, 8 months). Subject to an 18-month post-termination non-competition covenant. Residence: 14 Harbor Ridge Lane, Bellevue, Washington 98004. Accepted the newly created role of President of Merchandising & Strategy at Verdana Commerce Group, Inc.
2.  Derek Linden — Former Vice President, Hardlines Merchandising. Approximately 7 years of tenure at CRH. Subject to an 18-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.
3.  Sonia Kaczmarek — Former Vice President, Softlines Merchandising. Approximately 5 years of tenure at CRH. Subject to an 18-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.
4.  Amara Osei — Former Director, Private Label Strategy. Approximately 4 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.
5.  Brent Halvorsen — Former Director, Seasonal Planning & Analytics. Approximately 6 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.
6.  Lucia Fernandez-Gill — Former Director, Vendor Relations (Domestic). Approximately 5 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.
7.  Nathan Tsao — Former Senior Manager, eCommerce Merchandising. Approximately 3 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.
8.  Kira Johansson — Former Senior Manager, Category Analytics. Approximately 4 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.
All eight employees executed employment agreements with CRH that are governed by Delaware law and contain substantially similar restrictive covenant provisions. Each agreement includes a post-termination non-competition covenant (18 months for the three most senior employees; 12 months for the remaining five), a non-solicitation of employees covenant prohibiting the solicitation or recruitment of CRH employees for a period of 18 months (for all eight employees), a non-solicitation of vendors covenant prohibiting the diversion of CRH vendor relationships for a period of 12 months, and comprehensive confidentiality obligations that survive termination indefinitely with respect to trade secrets and for a period of three years with respect to other proprietary information. The restrictive covenants are supported by adequate consideration, including the employees' initial or continued employment and, in several cases, supplemental equity awards.
The simultaneous departure of all eight members of the Rathore Group left CRH's merchandising division without its entire senior leadership team and created an immediate operational crisis that CRH is still working to address. The magnitude of the loss — encompassing the full spectrum of merchandising functions from hardlines and softlines to private label, seasonal planning, vendor relations, ecommerce, and category analytics — reflects the comprehensive and deliberate nature of the recruitment campaign.
IV. DETAILED TIMELINE OF RECRUITMENT
The following sections set forth the detailed timeline of the Verdana/Greystone recruitment campaign as reconstructed through Aurelian's investigation, correlated with forensic findings from Pinnacle Forensics LLC and internal CRH records. The timeline is presented in chronological order and identifies the evidentiary basis for each finding.
A. Pre-Contact Period: Background and Context (Q3 2023 – Q4 2024)
While the earliest confirmed direct contact between Verdana/Greystone personnel and any member of the Rathore Group is the January 6, 2025 dinner meeting discussed in Section IV.B below, several antecedent events are relevant to understanding the context and motivation for the recruitment campaign.
Q3 2023: Greystone Acquires Majority Stake in Verdana. In the third quarter of 2023, Greystone Capital Fund VII, LP acquired a majority equity stake in Verdana Commerce Group for an enterprise value of approximately $2.4 billion. This acquisition marked a significant escalation in Verdana's competitive ambitions and provided the company with access to the financial resources and strategic guidance of one of the nation's most prominent consumer-focused private equity firms. As noted above, Warren Dietrich was subsequently installed as CEO by Greystone in Q1 2024, with a mandate to pursue aggressive growth.
October 2024: Completion of Project Ridgeline. In October 2024, CRH's merchandising division completed Project Ridgeline — CRH's confidential five-year strategic category expansion roadmap covering the period 2025 through 2029. Project Ridgeline was developed over approximately 14 months under the direct leadership of Priya Rathore and with significant contributions from each of the other seven members of the Rathore Group. The roadmap encompasses detailed category-by-category expansion strategies, proprietary vendor sourcing plans, private-label brand extension frameworks, competitive positioning analyses, financial projections, and capital allocation recommendations. All eight members of the Rathore Group had full and unrestricted access to the complete Project Ridgeline materials, including the most competitively sensitive elements relating to CRH's planned entry into new product categories and its strategy for defending its market position against competitors including Verdana.
Late Q4 2024: Verdana's Internal Planning for Growth Initiative. Based on confidential source interviews conducted by Aurelian, Verdana and Greystone leadership began internal planning for Verdana's "transformational growth initiative" during the fourth quarter of 2024. Aurelian's confidential sources, whose identities are protected but whose reliability has been assessed and confirmed, indicate that during this internal planning period, Greystone and Verdana leadership specifically identified CRH's merchandising team as a target for recruitment. According to these sources, the CRH merchandising team was viewed within Greystone and Verdana as the "gold standard" in the retail industry, and the recruitment of that team was seen as a faster and more cost-effective path to building merchandising capabilities than organic hiring and development. While Aurelian has been unable to identify a specific date or meeting at which the decision to target the CRH team was made, the confidential source information is consistent with the subsequent events and strongly suggests that the recruitment campaign was conceived no later than December 2024.
No Direct Evidence of Pre-January 2025 Contact. Despite thorough investigation, Aurelian has not identified any direct evidence of contact between Verdana or Greystone personnel and any member of the Rathore Group prior to January 6, 2025. This does not foreclose the possibility that such contacts occurred — particularly given the encrypted messaging capabilities available to all parties — but no affirmative evidence of earlier contact has been uncovered to date. Aurelian's investigation into possible December 2024 or earlier contacts is ongoing, as discussed in Section VI below.
B. Initial Contact: The January 6, 2025 Dinner Meeting (New York City)
The earliest confirmed direct contact between Verdana/Greystone leadership and any member of the Rathore Group is a dinner meeting that took place on the evening of Monday, January 6, 2025, in a private dining room at a restaurant in Midtown Manhattan, New York City.
Date: January 6, 2025 (Monday evening).
Location: Private dining room at a restaurant in the Midtown Manhattan area of New York City. The specific restaurant name is identified in Aurelian's full investigative report (Exhibit 8) and is withheld from this summary memorandum to protect the identity of a confidential source.
Confirmed Attendees:
•  Warren Dietrich, Chief Executive Officer, Verdana Commerce Group, Inc.
•  Elliot Westbrook, Managing Partner, Greystone Capital Partners, LP
•  Priya Rathore, then-Senior Vice President of Merchandising, Cascade Retail Holdings Inc.
How discovered. The January 6 dinner meeting was identified and confirmed through a convergence of multiple independent investigative leads, each of which corroborates the others:
CRH Corporate Travel Records. Aurelian's review of CRH's corporate travel records and expense reporting systems confirmed that Rathore did not submit a CRH travel expense report for any trip to New York City during the January 3–10, 2025 period. This absence is notable because CRH's travel policy requires employees to submit expense reports for all business-related travel within 10 business days. The absence of an expense report indicates that Rathore treated this trip as personal travel and did not seek reimbursement from CRH, which is consistent with the trip being for a purpose unrelated to CRH business — namely, a meeting with Verdana and Greystone principals.
Airline Booking Records. Through lawful investigative means, Aurelian identified airline booking records confirming that Priya Rathore flew from Seattle-Tacoma International Airport (SEA) to John F. Kennedy International Airport (JFK) on Sunday, January 5, 2025, and returned from JFK to SEA on Tuesday, January 7, 2025. The specific flight details are set forth in Exhibit 2.
Hotel Reservation Records. Aurelian confirmed that Rathore held a hotel reservation at a Manhattan hotel for the night of January 5–6, 2025. The hotel and room details are included in Exhibit 2 and in Aurelian's full investigative report.
Confidential Source Interview. Aurelian conducted a confidential interview with a hospitality industry contact who confirmed the existence of a private dining reservation at the relevant restaurant on the evening of January 6, 2025, under the name of Elliot Westbrook. The reservation was for a party of three guests in a private dining room. The source's account is consistent with and corroborated by the travel records described above.
Geographic Consistency. Greystone Capital Partners' principal office is located at 680 Park Avenue, 22nd Floor, New York, New York 10065 — in the Midtown/Upper East Side area of Manhattan, consistent with the general location of the dinner meeting. It is reasonable to infer that Westbrook, as the meeting's apparent organizer (the reservation was under his name), selected a restaurant convenient to his office.
Significance of the January 6 Dinner. This meeting represents the critical inflection point in the recruitment timeline. Several aspects of the meeting warrant emphasis:
First, the meeting constitutes the earliest confirmed direct contact between Verdana/Greystone leadership and any member of the Rathore Group. Everything that follows in the timeline flows from this initial meeting.
Second, the participation of Elliot Westbrook, Managing Partner of Greystone Capital Partners, demonstrates that the recruitment of CRH's merchandising team was not merely an operational hiring decision made by Verdana's management. Rather, it was a strategic initiative conceived and driven at the private equity sponsor level, with the personal involvement of Greystone's most senior executive. This fact has significant implications for the scope of liability and the strength of CRH's claims, as it establishes that Greystone was an active participant in — and not merely a passive beneficiary of — the recruitment campaign from its inception.
Third, the fact that the meeting involved only Rathore (and not other members of the Rathore Group) suggests that Verdana and Greystone initially targeted Rathore as the key recruit and intended for Rathore to serve as the conduit for recruiting the remainder of her team. This inference is strongly supported by the subsequent events described in Section IV.C below.
Fourth, given the rapid pace of subsequent events — Rathore's immediate installation of encrypted messaging applications on the very next day (January 7) and her scheduling of one-on-one meetings with all seven team members within five days of her return — it is reasonable to infer that substantial terms of employment were discussed at or around this meeting. It strains credulity to suppose that Rathore would have moved so swiftly and decisively absent a concrete offer or near-final terms from Verdana and Greystone. It is also reasonable to infer that Rathore was specifically tasked during the dinner with recruiting the other seven members of her team to join her at Verdana.
C. Rathore's Internal Communications with the Merchandising Team (January 7–12, 2025)
The days immediately following the January 6 dinner meeting reveal a pattern of conduct by Rathore that is consistent with the execution of a recruitment plan directed at her CRH team members.
January 7, 2025 — Return to Seattle and Installation of Encrypted Messaging. CRH badge-in logs confirm that Rathore returned to normal work attendance at CRH's Seattle headquarters on Tuesday, January 7, 2025 — the day after the New York dinner. That same day, Pinnacle Forensics' analysis of Rathore's CRH-issued mobile device confirmed that the Harborline Technologies encrypted messaging application was installed on the device at 11:42 AM PST. Prior to January 7, 2025, Harborline Technologies had never been installed on Rathore's CRH device. The timing of this installation — within hours of Rathore's return from the Dietrich/Westbrook dinner — is a critical piece of circumstantial evidence. The installation of an encrypted messaging application that prevents message content from being recovered by an employer's forensic analysis is consistent with a need to communicate about matters that Rathore wished to conceal from CRH.
January 7–10, 2025 — Normal Work Attendance. CRH badge-in/badge-out logs confirm that Rathore maintained normal work attendance at CRH's Seattle headquarters from January 7 through January 10, 2025. See Exhibit 3. This is noteworthy because it demonstrates that Rathore continued to report to CRH and perform her duties — and thereby continued to access CRH's confidential information systems — while simultaneously taking steps to recruit her team for departure to a direct competitor.
January 8–12, 2025 — One-on-One Meetings with Team Members. CRH internal calendar entries confirm that Rathore scheduled and held a series of one-on-one meetings with each of the seven other members of the Rathore Group between January 8 and January 12, 2025. See Exhibit 4 for the calendar entries. The meetings were calendared using generic descriptions consistent with routine managerial check-ins (e.g., "1:1 — Q1 Planning Sync" or "Touch Base — Category Review"). Several of the meetings were scheduled in conference rooms that CRH records indicate are not typically used by the merchandising team, which may suggest a desire for privacy. The meeting with Brent Halvorsen on January 12 — a Sunday — is particularly noteworthy, as it fell outside normal working hours and suggests that the meetings had progressed beyond routine check-ins to matters of sufficient urgency to require a weekend meeting.
Aurelian assesses with high confidence that Rathore used these in-person meetings — and the subsequent encrypted messaging channel established on her CRH device on January 7 — to discuss the Verdana opportunity with each member of her team. The temporal proximity of these meetings to the January 6 dinner, the installation of Harborline Technologies on January 7, and the subsequent encrypted messaging activity among all eight team members (discussed in Section IV.D) collectively support this assessment. It is the most reasonable inference from the totality of the evidence that Rathore used the January 8–12 meetings to inform each team member of the Verdana offer and to gauge their interest in joining her.
D. Encrypted Messaging Period (January 13–24, 2025)
Following the one-on-one meetings described above, the forensic evidence reveals a sustained period of encrypted messaging activity among all eight members of the Rathore Group. The findings described in this section are drawn from the preliminary report of Pinnacle Forensics LLC, with detailed findings to be set forth in a separate Pinnacle memorandum.
Between January 13 and January 24, 2025, forensic analysis of CRH-issued devices returned by the departing employees (following their February 7, 2025 resignations) confirmed a series of encrypted messaging exchanges conducted via Harborline Technologies among all eight members of the Rathore Group. While the end-to-end encryption employed by the Harborline Technologies protocol prevents recovery of message content, Pinnacle Forensics was able to extract and analyze message metadata, including timestamps, participant identifiers, and data volume metrics. This metadata confirms the existence of an active group communication channel involving all eight individuals.
The volume and frequency of encrypted messages increased markedly over the 12-day period, reflecting what Aurelian assesses was a progression from initial discussion to active negotiation and coordination:
•  January 13–17, 2025: Average of approximately 12 messages per day across the group. This lower volume is consistent with an initial discussion period during which team members were individually evaluating the Verdana opportunity and had not yet committed to departure.
•  January 18–24, 2025: Average of approximately 34 messages per day across the group — nearly triple the volume of the preceding five-day period. This escalation in messaging activity is consistent with a period of active coordination, during which the group would have been discussing specific offer terms, logistics of simultaneous resignation, and related matters.
The timing of this encrypted messaging campaign is significant in several respects. The campaign commenced on January 13 — the first business day following Rathore's final one-on-one meeting (with Halvorsen on January 12) — suggesting a transition from individual in-person discussions to group-level coordination. The campaign concluded on January 24, which is three days before Rathore signed her Verdana offer letter on January 27 and coincides with what Aurelian assesses was the final period of offer term negotiation.
Critically, no similar encrypted messaging activity existed on any of these CRH-issued devices prior to January 7, 2025. The complete absence of Harborline Technologies activity before the date of the New York dinner meeting — followed by the immediate installation of the application on January 7 and sustained group messaging beginning January 13 — creates a stark before-and-after pattern that powerfully corroborates the recruitment timeline.
E. Rathore Signs Verdana Offer Letter (January 27, 2025)
On January 27, 2025, Priya Rathore executed an offer letter with Verdana Commerce Group, Inc. reflecting the following material terms, which Aurelian obtained through investigation and cross-referenced with publicly available executive compensation benchmarking data:
•  Title: President, Merchandising & Strategy — a newly created position that did not previously exist in Verdana's organizational structure
•  Base Salary: $650,000 per annum (compared to $485,000 at CRH, representing a 34% increase)
•  Sign-On Bonus: $1,500,000
•  Annual Target Bonus: 80% of base salary = $520,000 at target (compared to a target bonus of $290,000 at CRH, representing a 79% increase)
•  Equity Compensation: 1.5% of fully diluted VCG equity, subject to vesting
The magnitude and structure of this compensation package warrant careful analysis. The $1.5 million sign-on bonus is far in excess of prevailing market norms for merchandising executives, even at the senior vice president or president level, and is strongly suggestive of an inducement payment specifically designed to overcome Rathore's loyalty to CRH and any reluctance arising from her awareness of her restrictive covenant obligations. The 1.5% equity stake — in a company valued at $2.4 billion at the time of Greystone's acquisition — represents a potential equity value of $36 million at that valuation, further demonstrating the extraordinary financial resources deployed to secure Rathore's departure from CRH. Moreover, the creation of a bespoke President-level position — "President, Merchandising & Strategy" — confirms that the recruitment was not a matter of filling an existing vacancy but rather a purpose-built effort designed specifically to accommodate Rathore and the team she was expected to bring with her.
The totality of the compensation package strongly suggests a premeditated, purpose-built recruitment effort designed to extract CRH's merchandising leadership and transplant it wholesale to Verdana as a cornerstone of Verdana's announced growth strategy.
F. Remaining Seven Employees Sign Offer Letters (January 28 – February 4, 2025)
Between January 28 and February 4, 2025, each of the remaining seven members of the Rathore Group executed individual offer letters with Verdana Commerce Group. While the specific terms for each individual vary based on seniority and role, the investigation has established the following aggregate data points:
•  Total Sign-On Bonuses (All Eight Employees): $6,200,000 — comprising $1,500,000 for Rathore and $4,700,000 in aggregate for the other seven members of the group (individual amounts range from approximately $400,000 to $1,100,000 depending on seniority)
•  Signing Timeline: All seven remaining employees signed their offer letters within an eight-day window (January 28 to February 4), with no fewer than two employees signing on any single business day within that window
•  Position Creation: Aurelian's investigation indicates that, like Rathore's position, several of the roles offered to the remaining seven employees were newly created or substantially restructured to accommodate the incoming CRH team, rather than existing vacancies
The staggered but highly compressed timeline of offer letter executions — eight employees signing over a total of nine calendar days (January 27 through February 4) — indicates a highly coordinated process with predetermined terms. The process is inconsistent with an organic, individualized hiring process in which each candidate independently identifies, applies for, interviews for, and negotiates an offer with a prospective employer. Rather, the compressed timeline is consistent with a block recruitment model in which the material terms were pre-negotiated (likely by Rathore on behalf of the group or by Verdana for the group) and each employee's signing was a ministerial act of executing a pre-prepared offer letter.
Aurelian's analysis of social media and Westmark Health IT activity further corroborates this conclusion. None of the seven non-Rathore members of the group had publicly indicated — through Westmark Health IT profile updates, job search activity, recruiter engagement, or social media posts — that they were seeking new employment at any time prior to January 2025. This absence of any public job search activity, combined with the near-simultaneous execution of offer letters, confirms that the offers originated from Verdana's outreach (through Rathore) rather than from any independent job-seeking initiative by the employees themselves.
The aggregate $6.2 million in sign-on bonuses is a staggering sum for the recruitment of a single team and reflects the value that Verdana and Greystone placed on acquiring CRH's merchandising leadership — not merely as individual contributors, but as a cohesive unit with shared institutional knowledge, established working relationships, and, critically, intimate familiarity with CRH's proprietary strategic plans.
G. Data Exfiltration Period (January 10 – February 4, 2025)
The recruitment timeline discussed above is accompanied by, and substantially overlaps with, a contemporaneous period of data exfiltration from CRH's enterprise information systems. The data exfiltration findings are drawn from the preliminary report of Pinnacle Forensics LLC (separate memorandum dated March 1, 2025, prepared by Dr. Rajiv Anand), and are summarized here for the purpose of temporal correlation with the recruitment timeline.
Between January 10 and February 4, 2025, a total of 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 (including personal Hollowell Health IT and Larkspur Technologies accounts) associated with various members of the Rathore Group. The files accessed and downloaded during this period include, but are not limited to:
•  Project Ridgeline presentations and supporting materials, including the complete five-year strategic roadmap, category-specific expansion plans, financial projections, and competitive positioning analyses
•  Vendor negotiation term sheets containing confidential pricing, rebate structures, and exclusivity arrangements with CRH's most significant suppliers
•  Private-label cost models incorporating proprietary manufacturing cost data, margin analyses, and sourcing strategies for CRH's portfolio of private-label brands
•  Customer segmentation data derived from CRH's proprietary analytics platform, including purchasing behavior patterns, demographic profiles, and lifetime value calculations
The temporal overlap between the data exfiltration timeline and the recruitment timeline is striking and, in Aurelian's assessment, is not coincidental:
•  Data exfiltration began on January 10, 2025 — exactly four days after the Dietrich/Westbrook/Rathore dinner in New York City and three days after Rathore installed Harborline Technologies on her CRH device. This timing strongly suggests that the exfiltration commenced in direct response to the Verdana opportunity, as part of preparations for the planned departure.
•  Data exfiltration ended on February 4, 2025 — the same date on which the last of the seven remaining Rathore Group members signed an offer letter with Verdana. The cessation of exfiltration activity precisely coincides with the completion of the offer signing process, suggesting that the data collection was considered complete once all team members had committed to the move.
This near-exact temporal correlation strongly supports the inference that the data exfiltration was not incidental or routine but was undertaken in connection with, in preparation for, and for the benefit of the Rathore Group's planned transition to Verdana. The nature of the files taken — concentrated in CRH's most competitively sensitive strategic and operational documents, particularly Project Ridgeline — is consistent with an effort to bring proprietary CRH information to Verdana in order to give Verdana an unfair competitive advantage, particularly in the specific product categories targeted by Verdana's announced growth initiative.
The detailed file-by-file analysis and attribution of specific downloads to individual Rathore Group members is contained in Pinnacle Forensics' memorandum, which should be read in conjunction with this analysis.
H. Simultaneous Resignations (February 7, 2025)
On Friday, February 7, 2025, at 4:47 PM PST, all eight members of the Rathore Group submitted simultaneous resignation letters via email, effective immediately. The resignations were directed to CRH's Human Resources department, with copies to each employee's direct supervisor and to Chief People Officer Roland Ashby.
The resignation letters were substantively identical in format, structure, language, and timing. Each letter was approximately one paragraph in length, stated that the employee was resigning effective immediately, expressed appreciation for the employee's time at CRH, and provided no explanation for the resignation. The identical formatting and the simultaneous submission — all eight emails sent within a span of less than three minutes — leave no room for doubt that the resignations were pre-coordinated. The selection of 4:47 PM on a Friday afternoon, near the close of the business week, is consistent with a strategic decision to minimize the opportunity for CRH to take immediate responsive action.
Critically, none of the eight employees provided the notice periods specified in their respective employment agreements. While the specific notice provisions vary slightly among the agreements, each agreement requires a minimum of two weeks' written notice prior to voluntary resignation. The failure to provide any notice period further evidences the coordinated and pre-planned nature of the departures and suggests a deliberate strategy to maximize the disruptive impact on CRH's operations while minimizing the time available for CRH to respond.
CRH Chief People Officer Roland Ashby became aware of the simultaneous resignations on the evening of February 7, 2025, and formally alerted General Counsel Theresa Yun-Park on the following business day, Monday, February 10, 2025. Calderwood & Harkness was engaged shortly thereafter to evaluate CRH's legal options and pursue appropriate remedies.
I. Post-Resignation: Verdana Public Announcement (February 14, 2025)
On Friday, February 14, 2025 — exactly one week after the simultaneous resignations — Verdana Commerce Group issued a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth." See Exhibit 7 for a copy of the press release.
The press release announced the hiring of Priya Rathore as President of Merchandising & Strategy and referenced the "collective expertise" of the broader team she was bringing to Verdana, without naming all eight individuals. The press release framed the hiring as a transformative addition to Verdana's leadership team and linked it explicitly to the company's previously announced growth initiative targeting $4 billion in revenue by 2028. The release quoted both Warren Dietrich and Elliot Westbrook — with Westbrook's quote specifically referencing Greystone's excitement about "the caliber of talent and strategic vision" that Rathore and her team would bring to Verdana.
The rapid timing of the public announcement — issued precisely one week after the resignations — strongly suggests that Verdana had prepared the marketing and communications materials in advance of the resignations, further corroborating the premeditated nature of the recruitment campaign. The inclusion of a quote from Greystone's Westbrook in the press release also confirms Greystone's public association with and endorsement of the recruitment, which is consistent with Westbrook's participation in the January 6 dinner and reinforces the conclusion that the campaign was driven from the PE-sponsor level.
A separate analysis of the press release and its evidentiary implications — including its value as an admission of Verdana's knowledge that it was hiring a team with intimate knowledge of CRH's competitive strategies — is contained in Devon Archer's memorandum dated February 26, 2025, which was previously circulated to the litigation team.
V. ANALYSIS OF KEY FINDINGS
A. Evidence of Pre-Planned Coordinated Recruitment
The totality of the evidence gathered by Aurelian establishes, with a high degree of confidence, a clear and unambiguous sequence of events that is consistent only with a pre-planned, coordinated recruitment campaign:
(1) Greystone and Verdana leadership jointly initiated contact with Rathore at the January 6, 2025 dinner meeting, at which the terms of a specific employment offer were likely discussed and Rathore was tasked with recruiting her team.
(2) Rathore immediately installed encrypted communications tools and conducted a series of one-on-one meetings with each of her seven team members within days of her return from New York.
(3) A sustained encrypted messaging campaign followed, with message volume nearly tripling over a 12-day period as the group moved from initial discussion to active coordination.
(4) All eight employees signed Verdana offer letters within a nine-day window, with $6.2 million in aggregate sign-on bonuses deployed to facilitate the departures.
(5) All eight employees resigned simultaneously, at the same minute on the same day, using substantively identical resignation letters that provided no notice.
(6) Verdana issued a prepared public announcement exactly one week later, quoting both its CEO and the managing partner of its PE sponsor.
No innocent or coincidental explanation accounts for this sequence. The evidence compels the conclusion that Verdana and Greystone conceived, funded, and executed a deliberate campaign to strip CRH of its entire merchandising leadership team as a core component of Verdana's competitive growth strategy.
The involvement of Elliot Westbrook, Managing Partner of Greystone Capital Partners, at the initial dinner demonstrates that this was not a routine talent acquisition but a PE-sponsor-level strategic initiative. Greystone's deployment of its financial resources — through the $6.2 million in sign-on bonuses, the creation of bespoke positions, and the equity compensation offered to Rathore — reflects the type of investment decision that would have required approval at the highest levels of the PE fund. This fact is significant both for establishing Greystone's direct involvement and for demonstrating the magnitude of the competitive harm intended by the campaign.
Finally, the evidence supports the strong inference that Verdana and Greystone knew of — or were willfully blind to — the existence of restrictive covenant obligations binding each member of the Rathore Group. Given the sophistication of the actors involved (a private equity firm managing $8.5 billion in committed capital and a $1.9 billion revenue company with experienced legal counsel), it is implausible that they would have recruited eight senior employees from a publicly traded competitor without conducting even basic due diligence into whether those employees were subject to restrictive covenants. Indeed, the magnitude of the sign-on bonuses — which bear the hallmarks of "covenant insurance" payments designed to incentivize employees to breach their restrictive covenants and bear the associated legal risk — suggests that Verdana and Greystone were not merely aware of the covenants but actively structured their offers to overcome them.
B. Implications for Tortious Interference Claim
The findings summarized above provide strong evidentiary support for CRH's claim of tortious interference with contractual relations against Verdana and Greystone, as pleaded in the Verified Complaint. Under Delaware law, the elements of tortious interference with contractual relations are: (1) the existence of a contract; (2) the defendant's knowledge of the contract; (3) an intentional act by the defendant that is a significant factor in causing the breach of the contract; (4) the act was without justification; and (5) resulting injury.
Aurelian's findings bear directly on each of these elements. The restrictive covenants contained in the Rathore Group's employment agreements are valid and enforceable contracts governed by Delaware law. As discussed above, the evidence supports the inference that Verdana and Greystone had actual or constructive knowledge of these contractual obligations. Verdana's direct outreach to Rathore — through the January 6 dinner initiated by its CEO and Greystone's managing partner — and the subsequent orchestration of the block departure of an entire team constitute intentional acts that were a significant factor in causing the Rathore Group members to breach their non-competition, non-solicitation, and confidentiality obligations. The creation of a bespoke President-level position for Rathore and the deployment of $6.2 million in sign-on bonuses constitute powerful evidence of intentional inducement — these are not the hallmarks of passive hiring but of active, aggressive, and deliberate recruitment.
Greystone's participation is particularly significant. Greystone's managing partner participated in the initial recruitment meeting, Greystone provided the financial resources to fund the sign-on bonuses and equity awards, and Greystone's Westbrook was quoted in the public press release announcing the hires. Greystone's role as majority equity holder and its active participation in the recruitment campaign establish it as a joint tortfeasor, not merely a passive investor.
C. Implications for Civil Conspiracy Claim
The evidence also strongly supports CRH's civil conspiracy claim. Under Delaware law, civil conspiracy requires: (1) a confederation or combination of two or more persons; (2) an unlawful act done in furtherance of the conspiracy; and (3) actual damage.
The coordinated nature of the Rathore Group's conduct — including the encrypted messaging campaign, the near-simultaneous signing of offer letters, and the precisely simultaneous resignations at 4:47 PM PST on February 7 — demonstrates a confederation or combination among the eight departing employees and Verdana (and Greystone). The unlawful acts undertaken in furtherance of the conspiracy include the breach of restrictive covenants, the breach of confidentiality obligations, and the exfiltration of 14,327 confidential files from CRH's systems. The resulting damage to CRH — including the loss of its entire merchandising leadership, the compromise of Project Ridgeline and other trade secrets, and the competitive harm flowing from Verdana's ability to leverage CRH's proprietary information — is substantial and ongoing.
The conspiracy, as established by the evidence, extended from at least January 6, 2025 (the date of the initial dinner) through at least February 7, 2025 (the date of the simultaneous resignations), and arguably continued through February 14, 2025 (the date of Verdana's public announcement, which effectively completed the public execution of the conspiratorial plan). The extended duration and the multiplicity of coordinated acts undertaken during this period — spanning recruitment, encrypted communications, offer execution, data exfiltration, simultaneous resignation, and public announcement — reflect a carefully planned and methodically executed conspiracy.
D. Significance of Data Exfiltration Timing
The near-exact temporal overlap between the recruitment timeline and the data exfiltration timeline — both spanning from early-to-mid January through February 4, 2025 — is among the most consequential findings of the investigation. This overlap is not a coincidence; it is the product of a coordinated plan in which the acquisition of CRH's most sensitive confidential information was integral to the value proposition that the Rathore Group was bringing to Verdana.
Several specific aspects of the temporal correlation merit emphasis:
•  The exfiltration began on January 10 — four days after the dinner meeting and only three days after Rathore installed Signal. This rapid onset suggests that the retrieval of CRH data was discussed at or shortly after the January 6 meeting and may have been a condition or expectation of the Verdana employment offers.
•  The exfiltration ended on February 4 — the same day the last team member signed an offer letter. This correlation suggests that the data collection was completed once all team members had formally committed to the move, indicating that the exfiltration was not opportunistic or ongoing but was a discrete task undertaken during the transition period.
•  The files exfiltrated were concentrated in CRH's most competitively sensitive categories — Project Ridgeline, vendor negotiation terms, private-label cost models, and customer segmentation data — which are precisely the categories most relevant to Verdana's announced growth initiative. This selectivity indicates that the exfiltration was targeted and purposeful, not indiscriminate.
This finding has direct implications for CRH's claim under the Delaware Uniform Trade Secrets Act ("DUTSA"), 6 Del. C. §§ 2001–2009, as pleaded in Count 3 of the Verified Complaint. The temporal correlation between the recruitment and the exfiltration supports the inference that the trade secret misappropriation was not merely an independent act

MEMORANDUM

I. EXECUTIVE SUMMARY

II. SCOPE OF ENGAGEMENT AND INVESTIGATIVE METHODOLOGY

III. BACKGROUND: THE PARTIES AND COMPETITIVE CONTEXT

IV. DETAILED TIMELINE OF RECRUITMENT

V. ANALYSIS OF KEY FINDINGS

Record

Parties

Dates

Amounts