Tamara Ward
About Tamara R. Ward
Tamara R. Ward, age 57, is an independent director and currently serves as Chair of the Board at Kirkland’s, Inc., appointed effective June 24, 2025. She joined the Board in 2025 and brings three decades of senior leadership experience in operations, marketing, and corporate development at Camping World Holdings, with a B.S. in Marketing from Western Kentucky University (1990) . The Board has affirmatively determined Ward is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camping World Holdings, Inc. | Chief Marketing Officer | 2011–2017 | Led customer strategy and marketing at a large-scale retailer |
| Camping World Holdings, Inc. | EVP, Corporate Development | 2017–2019 | Corporate development, growth initiatives |
| Camping World Holdings, Inc. | Chief Operating Officer | 2019–2022 | Oversaw store operations and execution |
| Camping World Holdings, Inc. | Senior Advisor | 2023–2024 | Advisory role post-COO tenure |
| Good Sam (Camping World affiliate) | COO and CMO (summary from nominating letter) | Prior years | Oversaw membership database and affinity products; retail excellence across touchpoints |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ward Solutions, LLC | Principal | Since 2024 | Private business consulting |
| Beyond, Inc. | Senior Marketing Strategy Consultant | 2024 | Relationship relevant to nomination rights and strategic partnership |
| Camping World Holdings, Inc. | Senior Advisor | 2023–2024 | Public company retail advisory |
Board Governance
- Chair of the Board: Appointed June 24, 2025; the Board prefers an independent chair to reinforce governance independence .
- Committee assignments (effective June 24, 2025):
- Audit Committee: Member (Chair: Eric L. Schwartzman)
- Compensation Committee: Member (Chair: Neely J. Tamminga)
- Governance & Nominating Committee: Chair (Member: Neely J. Tamminga)
- Independence: The Board determined Ward is independent under Nasdaq rules .
- Attendance: For fiscal 2024, the Board held 5 meetings and all directors attended ≥75% of Board and applicable committee meetings; Ward joined post-fiscal 2024 (June 2025) .
- Board structure reforms: Declassification to annual elections commencing 2025; majority voting policy applies in uncontested elections .
| Committee | FY2024 Meetings | Notes |
|---|---|---|
| Audit Committee | 7 | Financial oversight, related-party policy administration |
| Compensation Committee | 4 | Executive and director pay programs |
| Governance & Nominating Committee | 4 | Board composition, committee structure |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Non-employee director annual cash retainer | $55,000 | Applies to each non-employee director |
| Chair of the Board additional retainer | $55,000 | For non-employee Chair of the Board |
| Audit Committee member retainer | $10,000 | Chair receives $20,000 |
| Compensation Committee member retainer | $7,500 | Chair receives $15,000 |
| Governance & Nominating Committee member retainer | $7,500 | Chair receives $15,000 |
Performance Compensation
| Equity Award | Grant Timing | Grant Size / Fair Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| RSUs to non-employee directors (2024 Annual Meeting) | June 26, 2024 | 16,667 RSUs; ~$28,000 fair value | Time-based; vests 1 year from grant | Company may substitute cash/consideration equal to FMV; same vesting terms |
| RSUs to non-employee directors (2025 Annual Meeting) | July 24, 2025 (Annual Meeting) | ~$42,000 fair value per director | Time-based; vests 1 year from grant | Same substitution right as above |
- No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to non-employee director compensation; equity is time-based RSUs only .
Other Directorships & Interlocks
- Public company directorships: Not disclosed for Ward beyond KIRK .
- Interlocks/nomination rights: Ward was nominated by Beyond, Inc. under the Amended & Restated Investor Rights Agreement; Beyond has rights to nominate up to 2 directors at ≥20% ownership and 3 at >50% ownership . Beyond designated Ward and Steven Woodward on June 3, 2025; Board acted to appoint them and reduce incumbent directors accordingly .
- Board observer/monitor rights: The Amended Loan Agreement and A&R Investor Rights Agreement provide Beyond with a non-voting board observer and a “Monitor” with access to information, subject to limitations to protect privilege and avoid conflicts .
Expertise & Qualifications
- Education: B.S. in Marketing, Western Kentucky University (1990) .
- Executive expertise: Senior roles spanning operations, corporate development, and marketing at Camping World; consulting and advisory experience in retail, customer strategy, and omni-channel execution .
- Governance credentials: Independent Chair; committee leadership (Governance & Nominating) .
Equity Ownership
| Holder | Shares Beneficially Owned (as of May 22, 2025) | Percent of Class |
|---|---|---|
| Tamara R. Ward (Director) | — | <1% |
- Ownership alignment policies: Company prohibits hedging and pledging for employees and non-employee directors; limited exception to pledge with pre-approval and demonstrated capacity to repay without resort to pledged securities .
- Director stock ownership guidelines: Disclosed for senior executives only; no director-specific ownership guideline disclosed in proxy .
Governance Assessment
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Strengths
- Independent Chair role enhances oversight separation from management and signals governance discipline .
- Ward chairs Governance & Nominating and serves on Audit and Compensation, providing cross-committee visibility and influence on board composition, pay, and controls .
- Board reforms to annual elections and majority voting policy increase director accountability and responsiveness to shareholders .
-
Risks and RED FLAGS
- Beyond nomination/interlocks: Ward’s prior consulting for Beyond and her nomination under the A&R Investor Rights Agreement alongside Beyond’s large equity stake (49.8%) and conversion rights could create perceived influence risks and potential conflicts, especially given Beyond’s board observer and monitor rights; audit committee oversight of related-party transactions is a mitigating control but scrutiny is warranted .
- Ownership alignment: As of the record date, Ward had no disclosed beneficial ownership; near-term equity alignment relies on annual RSU grants rather than significant share ownership, which may be viewed as weaker “skin-in-the-game” until holdings accumulate .
- Attendance history: Ward joined post-fiscal 2024; while prior board attendance was adequate, her individual attendance/engagement metrics for 2025 are not yet disclosed .
-
Compensation structure signals
- Director pay is modest and primarily cash retainers plus time-based RSUs; lack of performance-conditioned equity is typical for directors but does not tie pay to value creation metrics .
- Governance & Nominating chair and Board chair retainers increase cash components; monitor for any material changes or add-ons in future proxies .
-
Related-party controls
- Formal related-party transaction policy administered by Audit Committee; strategic partnership with Beyond (credit agreement, collaboration/branding/licensing, conversion rights) is disclosed and approved; monitoring terms and conversions is essential for minority shareholder protections .
Overall, Ward’s independent chair role and committee leadership strengthen board oversight, but Beyond’s significant rights and her prior consulting relationship present an optics risk; continued transparent disclosure and robust committee oversight of related-party dealings and board nominations are key to investor confidence .