Kelly Thompson
About Kelly Thompson
Independent Class II director (age 55 as of April 15, 2025) serving since September 2021; current term expires at the 2026 annual meeting. Background in eCommerce and omnichannel retail leadership at Walmart and Sam’s Club; B.S. in Biology/Animal Physiology and Neuroscience from UC San Diego. The Board has affirmatively determined she is independent under NYSE rules, including heightened audit committee independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsclub.com | Senior Vice President & Chief Operating Officer | Feb 2017 – Feb 2019 | Member, Sam’s Club Leadership Committee; responsible for multi‑billion omnichannel P&L; led “Digital” strategic workstream |
| Walmart Global eCommerce | Senior Vice President, Global Category Development | Jan 2015 – Feb 2017 | Senior leadership across global category strategy |
| Walmart.com | Senior Vice President, Merchandising, Planning & Marketplace | Feb 2012 – 2014 | Led merchandising, planning and marketplace functions |
| Walmart.com | Vice President, Chief Merchant | Began Feb 2008 | Promoted to SVP role thereafter |
| Gap, Inc. | Merchandising leadership roles | ~10 years | Key merchandising leadership across categories |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Hawaiian, Inc. and First Hawaiian Bank | Director | Current | Committee roles not disclosed |
| Turtle Beach Corporation | Director | Aug 2019 – Oct 2022 | Nominating & Governance Committee member |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member. Not a committee chair .
- Independence: Determined independent under NYSE rules; also independent under heightened audit committee standards .
- Attendance and engagement: Board held 9 meetings in 2024; Audit, Compensation, and Nominating committees held 4, 6, and 4 meetings respectively. Each director attended at least 75% of meetings of the Board and committees on which they served; all eight current directors attended the 2024 annual meeting. Independent directors meet in regular executive sessions .
- Governance structure: Company is a “controlled company” under NYSE rules and relies on exemptions for certain committee compositions (e.g., Nominating Committee). Summit holds majority voting power and retains director nomination and committee participation rights proportionate to ownership via a Director Nomination Agreement .
Fixed Compensation
| Component | Amount/Description | Source |
|---|---|---|
| Annual cash retainer (non‑Summit, non‑employee directors) | $50,000 (paid monthly; prorated for partial year) | |
| Committee service fees (Audit) | $15,000 | |
| Committee service fees (Compensation) | $10,000 | |
| Committee service fees (Nominating) | $7,500 | |
| Chair/Lead Independent Director fee | $20,000 (if applicable) | |
| 2024 fees earned (Kelly Thompson) | $72,500 |
Performance Compensation
| Equity Component | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (standard for non‑employee directors) | $100,000 (aggregate grant date value, annual) | One‑year vesting | Non‑Summit directors eligible; reimbursed expenses and indemnification per bylaws |
| 2024 Stock awards (Kelly Thompson) | $86,165 | Follows director equity terms; one‑year vesting | Does not regularly receive stock options; Company does not time grants around MNPI |
The Company states it does not regularly grant stock options to executive officers or directors and does not time option grants to MNPI; no options were awarded to NEOs during blackout windows in 2024 .
Other Directorships & Interlocks
| Company | Sector/Relation | Potential Interlock/Conflict Assessment |
|---|---|---|
| First Hawaiian, Inc./First Hawaiian Bank | Banking/Financial services | No disclosed related‑party transactions or business ties with a.k.a. Brands; no interlocks with compensation committees disclosed |
| Turtle Beach Corporation (prior) | Gaming accessories | Prior role ended Oct 2022; no ongoing interlock |
Expertise & Qualifications
- eCommerce and omnichannel operations leadership at Walmart and Sam’s Club; strategic P&L ownership and digital transformation experience .
- Experienced public company director; audit committee independence; governance committee experience .
- Education: B.S. in Biology/Animal Physiology and Neuroscience, UC San Diego .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | RSUs Vested | RSUs Unvested | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Kelly Thompson | 8,973 | ~0.08% (8,973 ÷ 10,690,842) | 8,973 (as of 12/31/2024) | 5,426 (as of 12/31/2024) | 10,690,842 (as of 4/15/2025) |
Company policy prohibits hedging and pledging of Company securities by directors, officers, and employees, supporting alignment with shareholders .
Governance Assessment
- Board effectiveness: Thompson brings deep digital retail and merchandising expertise and serves on Audit and Nominating committees, supporting oversight of financial reporting, cybersecurity, governance standards, and board composition/succession planning .
- Independence and attendance: Affirmed independent with heightened audit independence; attended at least 75% of meetings; Board and committees are active with regular executive sessions of independent directors, indicating strong oversight culture .
- Compensation alignment: Director pay is balanced between cash retainers/committee fees and annual RSUs with one‑year vesting; in 2024, Thompson’s mix was $72,500 cash and $86,165 equity (roughly 46%/54%), indicating meaningful equity alignment without option‑based risk‑taking incentives .
- Conflicts/controlled company risk: The Company’s controlled status and Summit’s nomination/committee rights reduce certain NYSE governance requirements (e.g., fully independent Nominating Committee). Thompson remains independent; however, investors should weigh Summit’s structural influence on board composition and committee membership .
- Audit oversight signals: Company disclosed material weaknesses in internal control over financial reporting and changed independent auditor in March 2024 (PwC Australia resigned; PwC USA engaged). Audit Committee (including Thompson) oversees remediation and risk management; continued monitoring of control remediation progress is warranted for investor confidence .
- Compliance note: One late Section 16 Form 4 filing for Thompson in June 2024 related to an RSU grant; isolated timeliness issue noted across multiple directors; not indicative of broader compliance failures but worth tracking .
RED FLAGS
- Controlled company exemptions used (e.g., Nominating Committee not composed entirely of independent directors), concentrating influence with Summit .
- Company‑level material weaknesses in internal controls disclosed; Audit Committee is addressing remediation—monitor progress and auditor reports .
- Late Form 4 filing for 2024 RSU grant (minor compliance timing issue) .
Director Compensation Details (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash (Kelly Thompson) | $72,500 |
| Stock Awards (Kelly Thompson) | $86,165 |
| Total (Kelly Thompson) | $158,665 |
| As of 12/31/2024: Vested RSUs | 8,973 |
| As of 12/31/2024: Unvested RSUs | 5,426 |
Committee Assignments
| Committee | Role | Chair Status |
|---|---|---|
| Audit Committee | Member | Not Chair |
| Nominating & Corporate Governance Committee | Member | Not Chair |
Independence, Attendance, and Engagement
| Attribute | Disclosure |
|---|---|
| Independence | Independent under NYSE rules; independent under heightened audit committee standards |
| Board/Committee meetings in 2024 | Board: 9; Audit: 4; Compensation: 6; Nominating: 4 |
| Attendance | Each director attended at least 75% of meetings of the Board and committees on which they served; all eight attended the 2024 annual meeting |
| Executive sessions | Independent directors meet in executive session regularly |
Related‑Party Exposure and Policies
- Audit Committee (including Thompson) reviews and approves related‑party transactions per written policy; no related‑party transactions disclosed involving Thompson in 2024 .
- Director Nomination Agreement and Registration Rights Agreement grant Summit structural rights; not specific to Thompson but relevant to board independence optics .
Summary Implications for Investors
- Thompson adds relevant eCommerce and digital leadership to key oversight committees, bolstering board effectiveness in financial reporting and governance. Independence, regular attendance, and equity‑linked pay support alignment. Controlled company structure and ongoing internal control remediation are the primary governance risks to monitor, with Audit Committee engagement as a mitigating factor .