Theresa Palermo
Academy Sports & OutdoorsAbout Theresa Palermo
Theresa Palermo (age 49) has served as an independent Class II director of Academy Sports and Outdoors, Inc. since July 2022. She brings 20+ years of retail marketing and omnichannel experience, currently serving as Chief Marketing Officer at Magnolia (since July 2024). Palermo holds a B.S. in Marketing from Auburn University and an MBA from Simmons University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magnolia | Chief Marketing Officer | Jul 2024 – present | Omnichannel brand and marketing leadership |
| Signet Jewelers | SVP, Connected Commerce & Marketing | Oct 2019 – Jul 2024 | Drove digital/eCommerce and loyalty programs |
| Neiman Marcus | SVP, Marketing | Sep 2017 – Oct 2019 | Marketing strategy in luxury retail |
| Vera Bradley | EVP & Chief Marketing Officer | Jun 2015 – Aug 2017 | Brand repositioning and customer acquisition |
| Fossil Group; Collective Brands; The Timberland Company; Polaroid; United Communications Group | Senior roles | Jan 1997 – Jun 2015 | Retail/digital marketing and customer experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magnolia | Chief Marketing Officer | Jul 2024 – present | Not a board directorship; no ASO-related party transactions disclosed |
Board Governance
- Independence: The Board affirmatively determined Palermo is independent under SEC, Nasdaq, and company guidelines .
- Committee assignments: Nominating & Governance Committee member; committee fully independent .
- Committee responsibilities: Governance oversees board composition, independence/conflicts, corporate governance policy, director nomination, corporate responsibility, and director engagement/education .
- Attendance: In 2024, all incumbent directors attended at least 75% of Board/committee meetings; all ten directors attended the 2024 annual meeting .
- Board/Committee meetings (FY2024): Board 6; Audit 5; Compensation 4; Governance 4 .
- Board leadership: Chairman separated from CEO; Tom Nealon serves as Lead Independent Director with defined authorities; executive sessions held at least twice in 2024 .
- Tenure and class: Class II; term expires 2025 annual meeting; nominated for a new term through 2028; board moving to declassify by 2028 (subject to vote) .
Fixed Compensation
| Component | Detail | FY2024 Amount |
|---|---|---|
| Annual cash retainer | Non-employee directors receive $100,000 (paid quarterly) | $100,000 |
| Committee chair fees | Governance Chair $20,000; Palermo is not a chair | $0 |
| Equity (RSUs) | Annual grant valued at $160,000; converted using 30-day avg price; vests 100% at 1-year or before next annual meeting, or upon death/Disability or Change of Control | $151,693 (grant-date fair value) |
| Perquisites | 20% merchandise discount (same as employees); travel/lodging reimbursement for meetings | N/A |
- Mix: Cash ≈ 39.8%, Equity ≈ 60.2% based on $100,000 cash and $151,693 equity in 2024 .
Performance Compensation
| Metric Type | Plan Feature | FY2024 Disclosure |
|---|---|---|
| Performance-based equity (PSUs) | Not used for non-employee directors; director equity grants are time-based RSUs with vesting as noted above | None disclosed |
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists Palermo’s executive roles; no public company board seats disclosed, reducing interlock/conflict risk . |
Expertise & Qualifications
- Key skills: Marketing, Customer Loyalty, Digital/eCommerce, Strategic Planning, Technology .
- Board skills matrix confirms capabilities across strategic planning and digital domains, aligned with ASO’s omnichannel priorities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Theresa Palermo | 9,232 | * (<1%) | Includes 2,929 RSUs scheduled to settle within 60 days after Apr 10, 2025 |
| Shares outstanding | 66,526,588 | — | As of Apr 10, 2025 (record date) |
- RSUs outstanding (as of Feb 1, 2025): 2,929 .
- Director stock ownership guidelines: 3.0x annual cash retainer; five years to comply; all non-employee directors either in compliance or within the permitted timeframe .
- Hedging/pledging: Prohibited under Insider Trading Policy; pre-clearance required; no hedging/pledging allowed .
- Related-party transactions: None requiring disclosure since the beginning of 2024 .
Governance Assessment
- Board effectiveness: Palermo strengthens customer-centric marketing and digital expertise on the Governance Committee, a key locus for independence and conflict oversight .
- Independence and attendance: Independent status, with at least 75% attendance, and participation in a fully independent governance committee support strong oversight and investor confidence .
- Pay-for-performance alignment: Director pay structure emphasizes equity-linked alignment (time-based RSUs and ownership guidelines), without short-term performance metrics that could skew incentives .
- Shareholder-friendly actions: The Board, informed by stockholder engagement, is seeking removal of supermajority voting and declassification by 2028—both viewed as enhancing accountability; Governance Committee (with Palermo as member) oversees related governance practices .
- Conflicts and related parties: No related-party transactions disclosed for 2024+; Audit Committee oversees related party and ERM/cyber/privacy risks; Governance Committee reviews director conflicts .
RED FLAGS
- None identified in proxy disclosures for Palermo: no related-party transactions, no hedging/pledging, and compliance runway under ownership guidelines .
- Note: Board’s officer exculpation proposal narrows monetary liability for certain officers (not directors); neutral for Palermo but relevant to governance context .