Steven Woodward
About Steven C. Woodward
Steven C. Woodward served as Kirkland’s, Inc. Chief Executive Officer and as a director from 2018 until his retirement and board resignation effective May 31, 2023; he was not an independent director during his tenure given his executive role . Age 66, Woodward previously led merchandising and category roles at Crate & Barrel (President & Chief Merchandising Officer), Fossil (SVP Licensed Watches & Jewelry), The Bombay Company (EVP & GM), Illuminations (CEO), and Pier 1 Imports (VP) . His board tenure at Kirkland’s began in 2018 and ended in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kirkland’s, Inc. | Chief Executive Officer; Director | CEO from Oct 2018; Director 2018–May 31, 2023 | Strategy and operational leadership; as management director, not on independent board committees |
| Crate & Barrel | President & Chief Merchandising Officer | 2015–2018 | Led global merchandising; omni-channel retail focus |
| Fossil | SVP Licensed Watches & Jewelry | 2007–2015 | Led Michael Kors watch/jewelry business |
| The Bombay Company | EVP & General Merchandise Manager | Prior to Fossil | Category leadership |
| Illuminations | Chief Executive Officer | Prior | CEO experience |
| Pier 1 Imports | Vice President | Prior | Merchant experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public-company directorships disclosed for Woodward in Kirkland’s 2023 proxy . |
Board Governance
- Independence: Not independent; served as an employee director while CEO .
- Board service: Director since 2018; retired May 31, 2023 .
- Committees: Kirkland’s committees (Audit, Compensation, Governance & Nominating) are composed solely of independent directors; as CEO, Woodward did not serve on them .
- Attendance: The board held 8 regular meetings in fiscal 2022; all directors attended at least 75% of board and committee meetings (individual attendance rates not disclosed) .
Fixed Compensation
| Metric | FY 2021 | FY 2022 |
|---|---|---|
| Base Salary ($) | $750,000 | $750,000 |
| Director Cash Retainer (employee directors) | $0 (employee directors receive no director compensation) | $0 |
| Perquisites and Other ($) | $8,973 | $9,244 |
Notes: The board’s non-employee director retainers and RSU grants are disclosed separately and did not apply to Woodward while an employee director .
Performance Compensation
| Program | Metric Design | Threshold | Target | Maximum | FY 2022 Outcome |
|---|---|---|---|---|---|
| Annual Cash Bonus (Non-Equity) | EBIT vs. board-approved plan; linear interpolation | 85% of target EBIT → 50% payout | 100% of target EBIT → 100% payout | 125% of target EBIT → 200% payout | Target EBIT $28.7M; actual EBIT loss of $42.8M → 0 payout |
| 2021 Special PSU Grant (Cliff vest FY 2023) | EBITDA vs. plan for FY21 & FY22; average achievement with TSR modifier (Russell 2000 Specialty Retail Index ±20%) | FY21 threshold EBITDA $55.163M; FY22 $39.358M → 50% of target shares | FY21 target $64.898M; FY22 $46.303M → 100% of target shares | FY21 max $81.123M; FY22 $57.879M → 200% of target shares (+20% if TSR ≥ +25%) | FY21 EBITDA $45.8M (71% of target) and FY22 EBITDA loss → below threshold; no PSUs vested |
Long-term equity grants in 2022: 41,630 RSUs (time-based, vesting over 3 years) plus a special 33,304 RSUs (3-year cliff) were granted to Woodward on Mar 23, 2022 .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list external public boards for Woodward during his Kirkland’s tenure . |
Expertise & Qualifications
- Deep merchandising and omni-channel retail leadership from Crate & Barrel, Fossil, Bombay, Illuminations, and Pier 1; brings product, brand, and category management expertise .
- Senior executive operating experience relevant to specialty retail; strategic and merchandising credentials noted by the board .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 382,858 (3.0% of outstanding) | As of April 25, 2023 |
| Unvested RSUs by Grant | 15,321 (3/26/2019); 25,324 (3/24/2021); 74,934 (3/23/2022) | Market value at Jan 28, 2023: $56,534; $93,446; $276,506 respectively |
| Stock Ownership Guidelines | CEO 5x base salary; retention of 50% of net shares until compliant; 5-year compliance window from appointment | Woodward subject to guidelines from Oct 22, 2018 |
| No Hedging / No Pledging Policy | Company prohibits hedging and pledging (with limited approval exceptions); applies to directors and employees | Alignment safeguard |
Fixed Compensation (Director)
- Employee directors receive no additional director compensation beyond executive pay .
- Non-employee director program includes annual cash retainers and RSUs; not applicable to Woodward during his executive tenure .
Employment & Contracts
- Employment Agreement (Sept 21, 2018): Termination without cause or resignation for good reason → 1.5x base salary severance, paid over ~18 months; conditioned on release .
- Retirement Amendment (Apr 3, 2023): Seven months’ salary continuation post-retirement (to Dec 31, 2023) with non-compete/non-solicit expiring May 31, 2024; conditioned on release .
- Change-of-control: Equity plan allows board discretion to accelerate options and substitute consideration for unvested RSUs at fair value; vesting terms may be maintained or accelerated at board discretion .
Compensation Committee Analysis
- Benchmarking: Aon engaged in 2021 to benchmark executive compensation vs a peer group and market practices; used to inform 2022 pay decisions .
- Pay-for-performance emphasis: 2022 EBIT-based cash bonus paid 0; special PSUs failed to vest given EBITDA outcomes, reinforcing performance linkage .
Clawbacks & Governance Policies
- Executive Compensation Clawback: Board may recover excess incentive comp upon material restatement; applies to performance-based awards .
- Related Party Transactions: Company policy requires Audit Committee review; no related-party transactions disclosed involving Woodward .
Governance Assessment
- Alignment positives: No 2022 cash bonus and no PSU vesting under weak performance; robust clawback and anti-hedging policies; stock ownership guidelines drive equity alignment .
- Independence: Woodward was a management director (not independent), and thus did not contribute to independent committee oversight; post-2023 retirement removes potential management influence on the board .
- Contract moderation: Retirement amendment reduced severance to seven months of salary continuation vs original 1.5x, a shareholder-friendly adjustment .
- RED FLAGS: None disclosed for Woodward on related-party transactions, hedging/pledging, or legal proceedings; board-wide attendance at least 75% mitigates engagement concerns, though individual attendance not specified .