Ronald Robinson
DULUTH HOLDINGSAbout Ronald Robinson
Independent director of Duluth Holdings Inc. since May 2023; age 59. Background spans senior supply chain, sourcing, and manufacturing leadership across apparel/footwear, including Chief Supply Chain Officer at Designer Brands, Inc. (2021–Mar 2025). Education: B.Sc. in Applied Chemistry (Colour Science & Technology) from Heriot-Watt University; MBA from MIT. Independence affirmed under NASDAQ rules; DLTH is a “controlled company” but maintains majority-independent board as a matter of practice .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Designer Brands, Inc. | Chief Supply Chain Officer | Jun 2021 – Mar 2025 | Led supply chain for large North American footwear designer/retailer; deep sourcing/logistics expertise |
| R Squared Consulting, LLC | Owner | Feb 2020 – Jun 2021 | Consultant to apparel/footwear/accessories businesses |
| J. Crew Group | Chief Sourcing Officer | Feb 2016 – Feb 2020 | Oversaw global sourcing for apparel retailer; manufacturing oversight |
| Ascena Retail Group / Tween Brands (TWB) | President, Ascena Global Sourcing; EVP Supply Chain; SVP Production Services; VP Sourcing & Tech Design | Nov 2001 – Feb 2016 | End-to-end supply chain and production roles; scaling multi-brand operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Designer Brands, Inc. | Chief Supply Chain Officer | Jun 2021 – Mar 2025 | One of North America’s largest designers/producers/retailers of footwear |
| R Squared Consulting, LLC | Owner | Feb 2020 – Jun 2021 | Consulting across apparel/footwear |
| J. Crew Group | Chief Sourcing Officer | Feb 2016 – Feb 2020 | Sourcing leadership |
| Ascena/TWB | Multiple senior roles | 2001 – 2016 | Sourcing, production, supply chain leadership |
Board Governance
- Independence: The board determined Robinson is independent under NASDAQ Rule 5605; non-employee committee members meet SEC/NASDAQ committee independence standards .
- Committee assignments: Member, Compensation Committee (members: Edwardson [chair through May 2025], Robinson, S. Schlecht, Williams; chair transitions to Williams upon Edwardson’s retirement) .
- Attendance: All incumbent directors standing for election attended ≥75% of board and committee meetings in FY2024; board held 5 meetings; Compensation Committee held 3 meetings .
- Controlled company: DLTH is a NASDAQ “controlled company” (majority voting power held by founder S. Schlecht), who also sits on Compensation and Nominating & Governance Committees—a governance consideration for minority investors .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee membership fees | $7,000 | Compensation Committee member fee (no meeting fees) |
| Committee chair fees | $0 | Robinson not a chair; chair fees: Audit $20k; Comp $15k; Nom/Gov $12k |
| Fees earned in cash (Robinson) | $57,000 | Actual fees received FY2024 |
| Equity grant (restricted stock) | $80,002 | Annual grant; vests on first anniversary of grant date |
| Total director compensation (Robinson) | $137,002 | Cash + annual stock award |
- Optional election: Directors may elect to receive unrestricted Class B common stock in lieu of cash retainers (25–100%); Robinson’s FY2024 table shows no stock-in-lieu election .
Performance Compensation
- Director equity awards are time-vested restricted stock; no performance-based metrics, options, or PSUs are disclosed for directors. Annual grants vest one year from grant date; awards subject to forfeiture/recoupment under Company policies and 2024 Equity Incentive Plan .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Robinson in the proxy .
- Compensation Committee interlocks: None reported for FY2024 (no executive officer interlocks with other issuers) .
Expertise & Qualifications
- Domain expertise: Retail sourcing, supply chain, manufacturing; leadership across large-scale apparel/footwear operations .
- Education: B.Sc. Applied Chemistry (Colour Science & Technology), Heriot-Watt; MBA, MIT .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class B shares) | 32,419 shares; under 1% of outstanding Class B |
| Unvested restricted stock (as of Feb 2, 2025) | 17,978 shares |
| Ownership guidelines | Non-employee directors must hold ≥3x annual cash retainer; compliance reviewed annually—Company states all officers/directors comply |
| Hedging/pledging | Insider trading policy restricts hedging and pledging; derivatives/shorts prohibited |
Governance Assessment
- Effectiveness: Robinson adds deep, practical supply chain/sourcing expertise aligned to DLTH’s operational needs; active Compensation Committee membership aligns with human capital oversight .
- Alignment: Director pay mix balances fixed cash and time-vested equity; stock ownership guidelines and prohibition of hedging/pledging support alignment; Robinson’s unvested equity indicates ongoing stake .
- Independence and attendance: Independence affirmed; FY2024 attendance threshold met; committee engagement evidenced by meeting counts .
- RED FLAGS:
- Controlled company status with founder on Compensation and Nom/Gov committees may dilute independent oversight; investors should monitor committee decision-making rigor and responsiveness to shareholder feedback .
- Related-party transactions exist with founder-controlled entities (leases); no Robinson-specific related-party exposure disclosed, but overall governance optics warrant continued scrutiny .
- Shareholder sentiment: 2024 say-on-pay passed with ~93% support—suggests broad acceptance of compensation oversight, while monitoring needed as leadership transitions occur .