Brett Paschke
DULUTH HOLDINGSAbout Brett L. Paschke
Independent director of Duluth Holdings Inc. since May 2021; age 56. Managing Partner at WinForest Partners (since Dec 2023); previously Partner and Vice Chair of Investment Banking at William Blair & Company, with extensive equity capital markets leadership. Education: A.B. (Princeton), M.B.A. (Harvard Business School). Selected for the DLTH Board for capital markets expertise and corporate finance insight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William Blair & Company, L.L.C. | Partner | 2002–2022 | Firm-wide leadership group member (2013–2019) |
| William Blair & Company, L.L.C. | Senior Director | 2022–2023 | Senior leadership capacity |
| William Blair & Company, L.L.C. | Vice Chair of Investment Banking | Noted in bio | Investment banking leadership |
| William Blair & Company, L.L.C. | Head, Equity Capital Markets | 2009–2020 | Underwrote ~800 equity offerings raising ~$200B; ~20% of US-listed IPOs during tenure |
| William Blair & Company, L.L.C. | Lead, Business & Financial Services IB Group | 2004–2009 | Sector leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WinForest Partners | Managing Partner | Dec 2023–present | Private equity focus in healthcare, technology, services |
| PRA Group, Inc. (Nasdaq: PRAA) | Director | 2020–present | Audit Committee member; Compensation Committee Chair |
Board Governance
- Independence: The Board determined Paschke is independent under NASDAQ rules; he also satisfies heightened Audit Committee independence requirements under NASDAQ and Exchange Act Rule 10A-3 .
- Committees: Member, Audit Committee; Member, Nominating and Governance Committee. Committee chairs are Susan J. Riley (Audit) and David C. Finch (Nominating & Governance); Paschke is not a chair at DLTH .
- Attendance & engagement: Each incumbent director standing for election attended at least 75% of Board and applicable committee meetings in FY2024; Board held 5 meetings, Audit held 6, Nominating & Governance held 4. All then-current directors attended the 2024 annual meeting .
- Controlled company context: DLTH is a “controlled company” (majority voting power held by S. Schlecht), so independence requirements are relaxed; the Board nonetheless maintains Compensation and Nominating & Governance Committees, with S. Schlecht serving on both .
Fixed Compensation
- Policy (non-employee directors): Annual cash retainer $50,000; committee membership retainers—Audit $10,000; Compensation $7,000; Nominating & Governance $7,000. Committee chair retainers—Audit $20,000; Compensation $15,000; Nominating & Governance $12,000 .
- FY2024 actual (Paschke): Fees earned or paid in cash $67,000; Annual restricted stock award grant-date fair value $80,002; Total $147,002 .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (policy) | 50,000 | Policy amount |
| Audit Committee member retainer (policy) | 10,000 | Policy amount |
| Nominating & Governance Committee member retainer (policy) | 7,000 | Policy amount |
| FY2024 Fees Earned (Paschke) | 67,000 | Reflects base + committee membership |
| FY2024 Annual Stock Award (Paschke) | 80,002 | Time-vested RS; grant-date value |
| FY2024 Total (Paschke) | 147,002 | Sum of cash + equity |
Additional election feature: Directors may elect to receive unrestricted Class B stock in lieu of cash retainers (25%/50%/75%/100%); grants typically in May; prorated for partial service .
Performance Compensation
- Equity structure: Annual restricted stock grant of $80,000 in Class B common stock; vests on first anniversary of grant; no performance conditions disclosed for director equity .
| Performance Metric | Applies to Director Compensation? | Basis/Terms |
|---|---|---|
| Revenue growth | No | Director equity is time-based restricted stock; no metrics disclosed |
| EBITDA/EBIT margin | No | Not used in director equity awards |
| TSR percentile | No | Not disclosed for director awards |
| ESG goals | No | Not disclosed for director awards |
| Vesting condition | Yes | Time-based; 1-year vest from grant date |
Other Directorships & Interlocks
| Company | Relationship to DLTH | Potential Conflict |
|---|---|---|
| PRA Group, Inc. | Third-party debt buyer/collector; no disclosed commercial ties to DLTH | Low—no related-party transactions disclosed involving Paschke; he chairs PRAA Comp Committee (governance expertise) |
Expertise & Qualifications
- Capital markets and corporate finance: Led Equity Capital Markets at William Blair, overseeing ~800 offerings and ~$200B raised; significant IPO experience providing financing strategy insight .
- Governance/committee experience: Current director at PRA Group, serving on Audit and chairing Compensation Committee—relevant for DLTH’s committee work .
- Education: Princeton A.B.; Harvard Business School M.B.A. .
Equity Ownership
- Beneficial ownership: 62,760 shares of Class B common stock; less than 1% of outstanding shares .
- Unvested restricted stock: 17,978 shares as of February 2, 2025 .
- Ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer; compliance reviewed annually; all officer and director participants currently comply .
- Hedging/pledging: Prohibited for directors; no derivatives, short sales, or hedging permitted under insider trading policy .
| Ownership Detail | Amount | Notes |
|---|---|---|
| Class B shares beneficially owned | 62,760 | <1% of outstanding; as reported in proxy |
| Unvested RS shares (director grant) | 17,978 | As of Feb 2, 2025 |
| Ownership guideline (non-employee directors) | 3x annual cash retainer | All directors currently comply |
| Hedging/Pledging status | Prohibited | Insider trading policy restriction |
Governance Assessment
- Strengths: Independent director with capital markets expertise; serves on Audit and Nominating & Governance, meeting heightened audit independence standards. Attendance thresholds met; participates in committees with clear charters and regular meetings (Audit: 6, N&G: 4 in FY2024) .
- Alignment: Receives standard director cash retainer plus time-based RS ($80k) and holds shares; subject to 3x retainer ownership guideline, with current compliance; hedging/pledging prohibited—positive alignment signals .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Paschke ≥$120k; broader company related-party items pertain to Schlecht family; none implicate Paschke—low conflict risk .
- Contextual risk: DLTH’s controlled company status allows the controller to sit on Compensation and Nominating & Governance Committees; while Paschke is independent, concentrated voting power can limit independent influence—governance caution for investors .
RED FLAGS: Controlled company governance (controller on Comp and N&G Committees) can constrain board independence despite presence of independent directors . No red flags attributed to Paschke personally (no pledging/hedging; no related-party transactions; attendance thresholds met) .