Scott Williams
DULUTH HOLDINGSAbout Scott K. Williams
Scott K. Williams, age 61, has served as an independent director of Duluth Holdings Inc. since June 2018. He is currently CEO and a director of Batteries Plus Bulbs (since January 2019), with prior senior roles at Cabela’s (President 2016–2017; Chief Commercial Officer 2015–2016; Chief Marketing & E‑Commerce Officer 2011–2015), Fanatics (President), Walmart (Corporate Vice President; GM Samsclub.com), and OfficeMax (SVP). He holds a B.S. in Business Administration from the University of Kansas and a Masters of Management from Northwestern University’s Kellogg School of Management . Each incumbent director, including Williams, attended at least 75% of board and applicable committee meetings in fiscal 2024; the Board met five times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabela’s, Inc. | President | Feb 2016 – Oct 2017 | Led retailer until acquisition by Bass Pro Shops |
| Cabela’s, Inc. | Chief Commercial Officer | Aug 2015 – Feb 2016 | Commercial leadership |
| Cabela’s, Inc. | Chief Marketing & E‑Commerce Officer | Oct 2011 – Aug 2015 | Omnichannel and digital leadership |
| Fanatics, Inc. | President | Not disclosed | Growth in licensed apparel |
| Walmart Stores, Inc. | Corporate Vice President; GM Samsclub.com; oversaw digital marketing and call center ops | Not disclosed | Digital scale and operations |
| OfficeMax, Inc. | SVP, Marketing and Direct Business | Not disclosed | Direct marketing leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Batteries Plus Bulbs | Chief Executive Officer and Director | Jan 2019 – Present | CEO stewardship |
| Bob’s Discount Furniture | Director | Jul 2018 – Present | Board service |
| Mood Media Corporation (TSX, former) | Non‑Executive Director | Mar 2016 – Apr 2017 | Board service |
Board Governance
- Independence: Williams is independent under NASDAQ rules; the proxy identifies him among independent directors .
- Committee assignments: Compensation Committee member; Nominating & Governance Committee member .
- Chair role transition: Upon Francesca Edwardson’s retirement at the 2025 annual meeting, Williams will serve as Chair of the Compensation Committee .
- Attendance: Incumbent directors attended ≥75% of board/committee meetings in fiscal 2024; Board held 5 meetings, Compensation 3, Nominating & Governance 4, Audit 6 .
- Controlled company context: DLTH is a NASDAQ “controlled company” due to founder Stephen L. Schlecht’s voting control; as permitted, Schlecht sits on the Compensation and Nominating & Governance Committees, which is a governance risk consideration .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Non‑employee directors |
| Committee Member Retainer – Audit | $10,000 | Per committee |
| Committee Member Retainer – Compensation | $7,000 | Per committee |
| Committee Member Retainer – Nominating & Governance | $7,000 | Per committee |
| Committee Chair – Audit | $20,000 | In lieu of committee member fees |
| Committee Chair – Compensation | $15,000 | In lieu of committee member fees |
| Committee Chair – Nominating & Governance | $12,000 | In lieu of committee member fees |
| Option to Take Stock In Lieu of Cash | 25%/50%/75%/100% election | Grants in May; prorated for partial years |
| Director (FY2024) | Cash Fees | Stock in Lieu of Cash | Annual Stock Awards | Total |
|---|---|---|---|---|
| Scott K. Williams | $64,000 | — | $80,002 | $144,002 |
Notes: Williams’ $64,000 cash implies $50,000 board retainer + $7,000 Compensation + $7,000 Nominating & Governance .
Performance Compensation
| Equity | Grant Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director Equity | Restricted Stock (Class B) | $80,000 (DLTH plan) / $80,002 (FY2024 actual for Williams) | Vests on first anniversary of grant | None disclosed for outside directors; awards are time‑vested |
- Recoupment: Awards under the 2024 Equity Incentive Plan are subject to forfeiture/recoupment per award agreements and Company compensation recovery policies; the Board/Comp Committee may unilaterally amend awards to comply with policy .
- Clawback: Executive officer compensation recovery policy applies to erroneously awarded compensation tied to restatements; for FY2023 restatement, no recovery was required as no executive incentive compensation was paid .
Other Directorships & Interlocks
| Company | Relationship to DLTH | Potential Interlock/Conflict |
|---|---|---|
| Batteries Plus Bulbs (CEO/Director) | Unrelated category (battery retail) | No related‑party transactions disclosed involving Williams |
| Bob’s Discount Furniture (Director) | Home furnishings retail | No DLTH disclosed dealings; no related‑party items named |
| Mood Media (Former NED) | In‑store media solutions; former public | Historical role ended 2017; no current DLTH disclosures |
- Related‑party: Proxy discloses leasing and employment arrangements involving S. Schlecht and his son; no transactions involving Williams over $120,000 were reported since Jan 29, 2023 .
- Hedging/Pledging: Company policy restricts hedging and pledging by directors under the Statement of Policy on Securities Trading .
Expertise & Qualifications
- Omnichannel retail, brand marketing, digital and e‑commerce leadership (Cabela’s, Walmart, OfficeMax, Fanatics) .
- CEO experience in multi‑unit specialty retail (Batteries Plus Bulbs) .
- Board experience across consumer/retail sectors (Bob’s Discount Furniture; Mood Media) .
- Education: B.S. in Business Administration (University of Kansas); Masters of Management (Kellogg/Northwestern) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Total Voting Power | Notes |
|---|---|---|---|---|
| Scott K. Williams | — | 62,841 | <1% (asterisk per proxy) | Address: Company HQ per table |
| Unvested Restricted Stock (as of Feb 2, 2025) | Shares |
|---|---|
| Scott K. Williams | 17,978 |
- Ownership Guidelines: Non‑employee directors must hold ≥3× annual cash retainer; compliance reviewed annually; all officer/director participants currently comply .
- Hedging/Pledging: Restricted under Company policy .
- Section 16 compliance: Filings were timely for FY2024 except administrative delays for Edwardson and Kennedy; no issue flagged for Williams .
Governance Assessment
- Strengths: Independent status; robust retail/digital expertise relevant to DLTH’s omnichannel strategy; consistent meeting attendance; stock ownership requirements with affirmed compliance; prohibitions on hedging/pledging support alignment .
- Compensation governance: As incoming Chair of the Compensation Committee, Williams will influence pay design; Meridian serves as independent compensation consultant; annual director equity is time‑vested and cash retainers are standard, supporting straightforward alignment .
- Risks/Red Flags: Controlled company status and founder Stephen L. Schlecht’s service on Compensation and Nominating & Governance Committees may dilute independent oversight; related‑party leases and family employment are ongoing founder‑linked exposures affecting governance optics .
- Shareholder signals: Say‑on‑pay passed with ~93% approval in 2024, indicating broad support for executive pay; nevertheless, multi‑year TSR deterioration and net losses underscore performance pressures that the Compensation Committee must navigate to demonstrate pay‑for‑performance rigor .
Overall, Williams brings seasoned operator and digital retail expertise, now positioned to chair the Compensation Committee; effectiveness will hinge on maintaining independence in a controlled company context and reinforcing rigorous, transparent pay practices in light of ongoing performance challenges .