Janet Kennedy
DULUTH HOLDINGSAbout Janet H. Kennedy
Janet H. Kennedy (age 64) is an independent director of Duluth Holdings Inc. appointed in August 2023; she is a seasoned technology executive with 30+ years leading digital transformation at Google Cloud (VP, North America Regions, 2019–2023), Ernst & Young (Partner/Principal, Americas Digital Transformation, 2018–2019), Microsoft (senior leadership roles, 2002–2018), and IBM (1983–2002). She holds a B.S. in Industrial Management/Industrial Engineering from Purdue University and an MBA from the McColl School of Business at Queens University of Charlotte; she also serves on the board of Canadian Pacific Kansas City Limited (CPKC) where she chairs the Audit & Finance Committee and serves on the Integration Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alphabet (Google Cloud) | VP, North America Regions | 2019–2023 | Led client digital transformations leveraging emerging technologies |
| Ernst & Young | Partner/Principal, Americas Digital Transformation Leader | 2018–2019 | Guided enterprise digital transformation strategy |
| Microsoft | President, Microsoft Canada | 2013–2017 | Led national operations and enterprise go-to-market |
| Microsoft | VP, MSUS Digital Transformations Leader | 2017–2018 | Drove digital transformation across U.S. enterprise |
| Microsoft | U.S. Enterprise VP, West & Central Regions | 2009–2013 | Managed regional enterprise sales leadership |
| Microsoft | District GM – Midwest EPG; Director Retail & Hospitality; Regional Sales Director | 2002–2008 (various) | Sector leadership in retail/hospitality; enterprise sales |
| IBM | Various roles | 1983–2002 | Early career in technology and enterprise solutions |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Canadian Pacific Kansas City Limited (CPKC) | Director | Current | Chair, Audit & Finance; Member, Integration Committee |
Board Governance
- Independence: The board determined Kennedy is “independent” under NASDAQ rules; DLTH’s board has a majority of independent directors notwithstanding controlled company status.
- Committee assignments: Audit Committee member alongside Finch, Paschke, and Riley (chair and designated “audit committee financial expert”); Audit Committee held six meetings in FY2024.
- Attendance: Each incumbent director standing for election attended at least 75% of board and committee meetings in FY2024; the board met five times; all then-current directors attended the 2024 annual meeting.
- Governance context: DLTH is a “controlled company” under NASDAQ rules given Stephen L. Schlecht’s voting control; while DLTH voluntarily maintains Compensation and Nominating & Governance Committees, Schlecht serves on both, which investors often monitor for independence and oversight rigor.
Fixed Compensation
| DLTH Outside Director Compensation Policy | Amount (USD) |
|---|---|
| Annual cash retainer (non-employee director) | $50,000 |
| Audit Committee member retainer | $10,000 |
| Compensation Committee member retainer | $7,000 |
| Nominating & Governance Committee member retainer | $7,000 |
| Committee chair retainers (Audit / Comp / Nominating) | $20,000 / $15,000 / $12,000 |
| Annual restricted stock grant (Class B common) | $80,000; vests in 1 year |
| Election to receive stock in lieu of cash retainers | Optional: 25%, 50%, 75%, or 100% of cash |
| Janet H. Kennedy – FY2024 Director Compensation | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $15,000 |
| Fees paid as stock in lieu of cash | $45,000 (aggregate grant-date value) |
| Annual stock awards (restricted stock) | $80,002 (grant-date fair value) |
| Total | $140,002 |
| Unvested restricted shares at 2/2/2025 | 17,978 |
Performance Compensation
- No performance-based director compensation is disclosed; director equity is time-vested restricted stock (no PSUs or option awards), and directors may elect to receive stock in lieu of cash retainers to increase alignment.
Other Directorships & Interlocks
- External public board: CPKC (railroad) – chair of Audit & Finance and member of Integration Committee. Potential informational advantages on supply chain/logistics oversight; no related-party transactions involving Kennedy are disclosed at DLTH.
Expertise & Qualifications
- Education: B.S. Industrial Management/Industrial Engineering (Purdue); MBA (Queens University of Charlotte, McColl School of Business).
- Technical/industry expertise: Digital and technology transformation leadership spanning cloud, enterprise software, and services; relevant for DLTH’s e-commerce, data, and cybersecurity oversight (Audit Committee charter includes IT/cyber risk review).
- Board qualifications: Extensive technology experience and board service; selected for DLTH board for these attributes.
Equity Ownership
| Beneficial Ownership (Record Date: 3/31/2025) | Shares | Ownership % |
|---|---|---|
| Janet H. Kennedy – Class B common | 42,344 | <1% of outstanding |
| Equity Alignment | Details |
|---|---|
| Director stock ownership guidelines | Non-employee directors: 3× annual cash retainer; 5 years to comply; compliance reviewed annually; all participants currently comply. |
| Hedging/pledging | Prohibited for employees, executives, and directors (no hedging, derivatives, or short sales). |
| Unvested restricted shares (as of 2/2/2025) | 17,978 shares time-vested; annual director grant vests on first anniversary. |
Governance Assessment
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Strengths
- Independent director with deep technology and digital transformation experience; brings relevant oversight to e-commerce, data, and cybersecurity risks.
- Audit Committee membership enhances financial reporting oversight; committee chaired by a designated “financial expert.”
- Strong alignment via equity: annual RS grant and election to receive stock in lieu of cash ($45,000), plus compliance with director stock ownership guidelines.
- Attendance at least meets DLTH’s threshold; all directors attended the 2024 annual meeting, signaling engagement.
-
Watch items / RED FLAGS
- Controlled company status: Majority voting power concentrated with Stephen L. Schlecht, who serves on Compensation and Nominating & Governance Committees; investors often scrutinize pay-setting and nomination independence in controlled structures.
- Section 16(a) filing: Administrative delay noted for a Form 4 related to restricted stock awards for Kennedy (and Edwardson); minor but monitored by governance-sensitive investors.
- External time commitments: Active role at CPKC (committee chair) implies meaningful time demands; beneficial for expertise but requires monitoring for overboarding risk (no DLTH-specific limit disclosed; not flagged in proxy).
- No director performance-based pay: Alignment is through time-vested RS rather than performance-conditioned equity; common for small-cap boards but provides less performance linkage.
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Shareholder sentiment context
- Say-on-pay for DLTH’s executives in 2024 passed with approximately 93% approval, indicating broad shareholder support for compensation practices; indirectly supportive of Compensation Committee oversight.