Neely Tamminga
About Neely J. Tamminga
Independent director since 2025; age 50. Co-Founder and CEO of DISTILL (since 2017) with 20+ years covering the consumer sector on Wall Street (Piper Jaffray/Piper Sandler; A.G. Edwards). Serves as Assistant Professor and Director of the School of Business & Leadership at North Central University (past five years). BA in Economics (Calvin College, 1996) and MBA (Saint Louis University, 2001). The Board has affirmatively determined she is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Jaffray & Co. (now Piper Sandler) | Managing Director, Senior Research Analyst, Head of Consumer Equity Research | 2002–2017 | Led consumer equity research; advised institutional and PE investors on consumer trends |
| A.G. Edwards & Sons, Inc. | Consumer sector research (analyst) | Not disclosed (prior to 2002) | Covered consumer sector; advised investors |
| North Central University (Minneapolis) | Assistant Professor; Director, School of Business & Leadership | Past five years | Teaches finance, economics, leadership; academic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DISTILL (privately owned advisory firm) | Co-Founder & CEO | Since 2017 | Focused on helping clients understand the consumer economy |
| North Central University (Minneapolis) | Assistant Professor; Director, School of Business & Leadership | Past five years | Undergraduate & graduate instruction; program leadership |
Board Governance
- Independence: Board determined Tamminga is independent; all standing committees are chaired by and comprised solely of independent directors.
- Board refresh: Joined with three other new directors on June 24, 2025 as part of a broad refresh and strategic rebranding.
- Board leadership: Independent Chair role in place (Chair: Tamara R. Ward, appointed June 24, 2025).
- Attendance: In fiscal 2024, Board held 5 regular meetings; all directors (serving then) attended at least 75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting.
| Committee Assignments (effective June 24, 2025) | Role |
|---|---|
| Compensation Committee | Chair |
| Audit Committee | Member |
| Governance & Nominating Committee | Member |
| Committee Meeting Counts (Fiscal 2024) | Meetings |
|---|---|
| Audit Committee | 7 |
| Compensation Committee | 4 |
| Governance & Nominating Committee | 4 |
| 2025 Director Election Result (Annual Meeting, July 24, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Neely J. Tamminga | 11,743,839 | 157,453 | 22,337 | 4,120,142 |
- Governance change: Shareholders approved board declassification; directors now elected annually. Name changed to The Brand House Collective, Inc.; ticker transitioned to TBHC effective July 29, 2025.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Non-employee director annual cash retainer | $55,000 | Applies to each non-employee director |
| Audit Committee member retainer | $10,000 | Member; Audit Chair receives $20,000 |
| Compensation Committee Chair retainer | $15,000 | Chair role (Tamminga) |
| Governance & Nominating Committee member retainer | $7,500 | Member; Chair receives $15,000 |
| Chair of the Board additional retainer | $55,000 | Applies to Board Chair (not Tamminga) |
Based on her roles, Tamminga’s applicable cash components are: $55,000 director retainer; $15,000 Compensation Committee Chair; $10,000 Audit member; $7,500 Governance member.
Performance Compensation
| Equity Vehicle | Grant Size / Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| RSUs (non-employee directors) | Approximately $42,000 fair value | At 2025 Annual Meeting (July 24, 2025) | 1-year cliff vest | Applies to each non-employee director serving at the Annual Meeting (includes Tamminga) |
| RSUs (non-employee directors) | 16,667 RSUs (~$28,000 FMV) | June 26, 2024 | 1-year cliff vest | 2024 grant to then-serving non-employee directors; Tamminga joined in 2025 and did not receive 2024 grant |
| Change-in-control treatment | Substitution right for unvested RSUs at equal FMV; same vesting | — | — | As provided under the 2002 Plan |
Performance metrics: Director RSUs are time-based; no performance criteria disclosed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy for Tamminga |
| Compensation Committee interlocks | Company discloses no interlocks; current members (Tamminga, Ward) are independent; no relationships requiring disclosure under SEC rules. |
| Nominating source | Recommended by sitting Board members; not nominated by Beyond, Inc. (which nominated Ward and Woodward) |
Expertise & Qualifications
- Consumer sector expertise: 15+ years leading consumer equity research; advisory to institutional and PE investors.
- Operating/strategic advisory: Founder-CEO of consumer-focused advisory firm (DISTILL) since 2017.
- Academic leadership: Director of School of Business & Leadership; instructional expertise in finance, economics, leadership.
- Education: BA Economics (1996), MBA (2001).
Equity Ownership
| Holder (as of record date 5/22/2025) | Shares Beneficially Owned | % of Class |
|---|---|---|
| Neely J. Tamminga (Director) | — | • (<1%) |
- Note: Tamminga joined June 24, 2025; the 2025 director RSU grant (~$42,000 FMV) occurs at the July 24, 2025 Annual Meeting (post-record date), which will initiate her equity stake upon vesting.
- Hedging/Pledging: Company policy prohibits director/employee hedging and pledging of company securities, with limited pre-approved exceptions; requests must be pre-cleared.
Governance Assessment
-
Positives
- Independent director with deep consumer analytics background; appointed Compensation Committee Chair immediately, signaling Board confidence in her pay oversight expertise.
- Strong shareholder support in first election (≈11.74M For vs. 0.16M Against), and Say-on-Pay passed comfortably (11.57M For vs. 0.23M Against), supporting governance continuity and compensation programs.
- Board declassification approved; strengthens accountability via annual elections; independent Chair structure reinforces oversight.
- Compensation Committee independence affirmed; no interlocks or related relationships requiring disclosure.
-
Watch items
- New director with limited tenure; beneficial ownership was nil at the record date (pre-grant), so initial “skin-in-the-game” depends on annual RSU grants to build alignment over time.
- External leadership of a private advisory firm (DISTILL); no related-party transactions disclosed, and committee independence disclosure mitigates conflict risk, but continued monitoring is prudent.
-
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, Section 16(a) delinquencies, or option repricings in the proxy sections reviewed. Compensation Committee interlocks explicitly negated.
Director Compensation Structure Snapshot (Mix & Mechanics)
| Element | Structure |
|---|---|
| Cash | Annual director retainer ($55,000) plus committee retainers (Audit member $10,000; Compensation Chair $15,000; Governance member $7,500). |
| Equity | Annual time-based RSUs for non-employee directors (~$42,000 FMV at 2025 meeting; 1-year vest); change-in-control substitution right at equal FMV with original vesting. |
| Meeting fees | Not disclosed (structure relies on retainers). |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2025) | 11,570,414 | 233,868 | 119,347 | 4,120,142 |
Related Party / Conflicts
- Policy: Related party transactions require Audit Committee review; approval only if in or not inconsistent with the best interests of the Company and shareholders; conflicted directors/officers must recuse.
- Disclosure: Compensation Committee states no relationships requiring disclosure; no specific related-party transactions involving Tamminga disclosed.
Compensation Committee Analysis
- Composition: Neely J. Tamminga (Chair), Tamara R. Ward—both independent.
- Consultant: Aon engaged (2022) for executive pay benchmarking; determined independent, with no conflicts (committee-direct reporting). While pre-dating Tamminga’s appointment, demonstrates committee practice of using independent advisors.
Notes on Company Renaming and Ticker
- Shareholders approved declassification and name change to The Brand House Collective, Inc.; Nasdaq ticker changed from KIRK to TBHC effective July 29, 2025.
Overall implication: Tamminga brings sector-specialist oversight to the Compensation Committee at a moment of strategic transformation and governance refresh. Initial ownership starts from a low base at record date but is set to rise via time-based RSUs; independence, committee structure, and recent declassification improve investor confidence, while the absence of interlocks/related-party ties mitigates conflict risk.