David Finch
DULUTH HOLDINGSAbout David C. Finch
David C. Finch, age 59, is an independent director of Duluth Holdings Inc. (DLTH), appointed to the Board in September 2015 after serving on the advisory board since 2007. He holds a B.S. in economics from Northwestern University and an MBA from the Kellogg School of Northwestern University, and brings extensive CEO and board experience across food and consumer products companies . The Board has determined he is independent under NASDAQ rules; all incumbent directors standing for election attended at least 75% of Board and committee meetings in fiscal 2024, and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daniele International, LLC | Board Member | Feb 2023–Aug 2024 | Governance/leadership exposure in food manufacturing |
| Daniele International, LLC | Interim Chief Executive Officer | Feb 2023–Jun 2023 | Executive leadership during transition |
| Daniele International, LLC | Executive Chairman | Apr 2022–Feb 2023 | Strategic oversight |
| Daniele International, LLC | Chief Executive Officer | Sep 2019–Apr 2022 | CEO experience |
| Finch Grocery Company, LLC | President | Since 2006 | Private investment, board activities in food/CPG |
| Rupari Food Services, LLC | Chief Executive Officer | Aug 2013–Aug 2014 | CEO in meat products |
| Ryt-Way Industries, LLC | Chief Executive Officer | Aug 2008–May 2013 | CEO in dry food contract packaging |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JonnyPops, LLC | Director | Since Mar 2015 | Frozen popsicle business (private) |
| Legacy Snack Solutions, LLC | Director | Since Jun 2024 | Custom baked snack components (private) |
| Salo LLC | Director | Feb 2018–Oct 2019 | Staffing/consulting (private) |
| J&B Group | Director | 2008–2010 | Food manufacturing/distribution (private) |
| Quality Ingredients Corporation | Director | 2002–2013 | Spray drying company (private) |
| Foundation for Strategic Sourcing | Director | Not stated | Non-profit forum for CPG sourcing |
Board Governance
- Committees: Audit Committee member; Nominating & Governance Committee chair (Finch is chair) .
- Independence/Attendance: Independent per NASDAQ; at least 75% meeting attendance in fiscal 2024; Board held five meetings; all directors attended the 2024 annual meeting .
- Controlled company context: DLTH is a NASDAQ “controlled company” due to majority voting power held by founder Stephen L. Schlecht; despite this, the company maintains Audit, Compensation, and Nominating & Governance committees, with Schlecht serving on Compensation and Nominating & Governance alongside independent directors .
Fixed Compensation
| Component (FY2024; year ended Feb 2, 2025) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Outside director policy |
| Audit Committee member retainer | $10,000 | For service as committee member |
| Nominating & Governance Committee chair retainer | $12,000 | Chair receives $12,000 in lieu of member fee |
| Fees earned/paid in cash (Finch actual) | $72,000 | Reported total cash fees |
| Fees taken as stock in lieu of cash | $0 | Finch did not elect stock in lieu of cash in FY2024 table |
Performance Compensation
| Equity Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual restricted stock grant (Class B) | $80,002 | Vests on first anniversary of grant | None disclosed for directors; time-based only |
Policy permits each non-employee director to receive unrestricted stock in lieu of cash retainers (25%/50%/75%/100%) if elected before fiscal year start; standard annual director equity grants vest in one year .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Finch |
| Private company boards (current) | JonnyPops, Legacy Snack Solutions |
| Sector overlap/conflicts | Private roles primarily in food/CPG; no related-party transactions involving Finch are disclosed since Jan 29, 2023 |
Expertise & Qualifications
- Education: B.S. economics (Northwestern); MBA (Kellogg, Northwestern) .
- Executive experience: CEO, interim CEO, executive chairman roles across food manufacturing/CPG; president of private investment firm (Finch Grocery) .
- Board skills: Governance leadership as Nominating & Governance Committee chair; Audit Committee member alongside the designated financial expert (chair Susan J. Riley) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class B) | 159,926 shares | Less than 1.0% of outstanding Class B |
| Class A holdings | None | No Class A shares listed for Finch |
| Unvested restricted stock (as of Feb 2, 2025) | 17,978 shares | Annual director grant unvested balance |
| Ownership guidelines (non-employee director) | 3x annual cash retainer | Must be met within 5 years; time-vested restricted stock counts |
| Compliance status | All officers/directors comply | As reviewed annually by Compensation Committee |
| Hedging/pledging policy | Hedging prohibited; policy titled “Restriction on Hedging and Pledging” | Insider trading policy restricts hedging; policy heading references pledging |
Governance Assessment
- Board effectiveness: Finch’s dual roles as Audit Committee member and Nominating & Governance Committee chair support oversight of financial reporting and governance policies; the N&G charter covers ESG-related oversight and board evaluations, indicating active governance processes .
- Independence and engagement: Independent status, minimum 75% attendance, and full Board attendance at the annual meeting underpin engagement; Audit Committee met six times, N&G met four times in fiscal 2024, evidencing active committee work .
- Compensation alignment: Director pay combines cash retainers and an annual time-based restricted stock grant that vests in one year; stock ownership guidelines (3x retainer) and anti-hedging policy reinforce alignment; Finch did not elect stock in lieu of cash in FY2024 but holds unvested director shares .
- Conflicts and related-party exposure: No related-party transactions involving Finch disclosed since Jan 29, 2023; the company’s related-party transactions primarily involve founder-affiliated entities, with Audit Committee oversight and a formal related-party policy requiring committee approval/recusal .
- Compensation committee framework: Compensation Committee engages Meridian Compensation Partners, with independence confirmed; while DLTH is a controlled company and founder Stephen L. Schlecht serves on both Compensation and N&G committees, independent members and charters remain in place .
- Shareholder signals: 2024 say-on-pay approval was ~93%, suggesting investor support for compensation practices despite controlled-company status .
RED FLAGS
- Controlled-company governance reduces requirements for majority independent boards and independent nominating functions; founder participates on Compensation and N&G committees, which can concentrate influence despite independent members .
- Related-party leases with founder-affiliated entities exist at the company level; while not tied to Finch, they require continued robust Audit Committee oversight .
Positive Signals
- Independent director with long tenure and committee leadership, meeting attendance thresholds and adherence to stock ownership guidelines .
- Anti-hedging policy and time-based equity grants support long-term alignment for directors .