Nancy Walsh
About Nancy Walsh
Chief Financial Officer of Katapult since December 2022; age 64; B.A. (University of New Hampshire) and MBA (Northeastern University). Compensation is explicitly tied to company performance through annual STIP metrics (gross originations, revenue, adjusted EBITDA) and equity awards with PSU earn-outs tied to adjusted EBITDA; in 2024 the company also introduced a three-year performance cash award tied to revenue growth (2024–2026) . Prior CFO roles include LL Flooring, Pier 1 Imports, and Bon-Ton Stores; the latter two entered Chapter 11 after her tenure, highlighting turnaround exposure in specialty retail .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LL Flooring Holdings, Inc. | EVP & CFO | Sep 2019–Dec 2022 | Led finance and execution at multi-channel specialty retailer |
| Pier 1 Imports, Inc. | EVP & CFO | Jan 2018–Apr 2019 | Oversaw finance at home-furnishings retailer; company later filed Chapter 11 (Feb 2020) |
| The Bon-Ton Stores, Inc. | EVP & CFO | Nov 2015–Jan 2018 | Led finance at department store; company later filed Chapter 11 (Feb 2018) |
| Tapestry, Inc. (Coach) | Senior Vice President, Finance | 1999–2013 | Senior finance leadership at global fashion company |
| Viacom; Timberland | Senior finance/risk roles | Not disclosed | Prior senior roles referenced in appointment announcement |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sportsman’s Warehouse Holdings Inc. | Director | Not disclosed | Public company board service |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $550,000 | $567,400 |
| Target Bonus (% of salary) | 75% | 75% |
| Actual Bonus Paid ($) | $66,000 (second half of $132k sign-on cash bonus) | Not yet determined (2024 STIP payout expected by end of Q2 2025; any payout capped at 100% of target) |
| Non-Equity Incentive (STIP) ($) | $337,070 (restated; prior proxy showed $379,088 before clawback) | |
| All Other Compensation ($) | $16,000 (401(k) contributions) | $11,313 (401(k) contributions) |
| Total Compensation ($) | $1,853,905 | $934,753 |
Performance Compensation
Annual STIP (Cash Incentive)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Gross Originations (2023) | 33.3% | Not disclosed | Not disclosed | Included in $337,070 restated STIP payout | Annual cash, paid following year |
| Revenue (2023) | 33.4% | Not disclosed | Restatement affected metric | Included in $337,070 restated STIP payout | Annual cash, paid following year |
| Adjusted EBITDA (2023) | 33.3% | Not disclosed | Restatement affected metric | Included in $337,070 restated STIP payout | Annual cash, paid following year |
| 2024 STIP | 100% of target payout cap | Not disclosed | Not yet determined | Not yet determined (to be reported via 8-K) | Annual cash timeline |
PSUs (Equity, 2023 Grant)
| Metric | Target | Actual | Earned | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA (FY 2023) | 85% at ≥ -$3.91m; 100% at ≥ -$0.671m | 97.2% of target (post-restatement) | 19,882 PSUs earned of 20,455 target (573 PSUs clawed back) | 1/3 on Mar 15, 2024; remaining 2/3 in eight equal quarterly installments (Feb/May/Aug/Nov in 2024–2025), service-based |
RSUs (Time-Based)
| Grant | Structure | Vesting |
|---|---|---|
| 1/31/2023 RSUs | Sign-on RSUs | 25% on Feb 15, 2024; remaining 75% in 12 equal quarterly installments (Feb/May/Aug/Nov) over three years |
| 6/16/2023 PSUs (earned shares) | Time-vesting for earned PSUs | As above, one-third on Mar 15, 2024; remaining in eight quarterly installments |
| 5/6/2024 RSUs | Annual grant | 1/3 on Mar 15, 2025; remaining 2/3 in 8 equal quarterly installments (Feb/May/Aug/Nov) over next two years |
Long-Term Performance Cash Awards
| Plan | Metric | Period | Payout Timing |
|---|---|---|---|
| 2024 LTI Cash | Revenue growth targets | 2024–2026 | If earned, paid after Dec 31, 2026 |
Clawback enforcement: Company recovered $42,018 of erroneously awarded 2023 STIP from Walsh and 573 PSUs (through cancellation/offset in subsequent vesting) under the October 2023 Clawback Policy .
Equity Ownership & Alignment
Beneficial Ownership
| Date (Beneficial Ownership “as of”) | Shares | % of Shares Outstanding |
|---|---|---|
| April 10, 2025 | 18,644 | 0.4% (outstanding shares: 4,537,568) |
| June 12, 2025 | 17,062 | * (less than 1%) |
- RSUs scheduled to vest within 60 days of April 10, 2025: 4,768 .
- Insider Trading Policy prohibits hedging transactions; policy included with 2024 10-K as Exhibit 97.1 .
- Stock ownership guidelines: Officers must hold equity equal to 3x base salary within five years of becoming a covered individual (or by end of 2026 for those covered as of Feb 8, 2022) .
Outstanding Equity Awards
As of FY 2023 year-end:
| Grant | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 1/31/2023 RSUs | 18,368 | $200,028 (at $10.89/share) |
| 6/16/2023 PSUs (earned) | 19,882 | $216,515 (at $10.89/share) |
As of FY 2024 year-end:
| Grant | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 1/31/2023 RSUs | 10,332 | $69,844 (at $6.76/share) |
| 6/16/2023 PSUs (remaining) | 8,525 | $57,629 (at $6.76/share) |
| 5/6/2024 RSUs | 23,000 | $155,480 (at $6.76/share) |
Options: No option awards outstanding for Walsh in 2023 or 2024 tables (all entries for Walsh are RSUs/PSUs) .
Employment Terms
- Appointment and Start: Appointed CFO November 16, 2022; effective December 12, 2022 .
- Offer Letter Compensation: Base salary $550,000; target annual incentive 75% of salary (starting 2023); sign-on RSUs ($450,000 FV) and PSUs ($450,000 FV); sign-on cash $132,000 (50% within 30 days of start, 50% in Q2 2023; repayment if resign within six months) .
- STIP Target: 75% of base salary; metrics include gross originations, revenue, adjusted EBITDA .
- Severance (non–change-in-control termination): 12 months base salary; pro-rated bonus for year of termination; company-paid COBRA during severance period; acceleration of time-based equity that would have vested during severance period; option exercise period extended up to 18 months (or until earlier of CIC or expiration) .
- Severance (change-in-control termination): Lump sum equal to 2x base salary plus target bonus; company-paid COBRA for 18 months; acceleration of long-term incentive awards not assumed by successor; extended option exercise period up to 18 months .
- PSU Accelerated Vesting: Upon CIC termination without cause within 12 months post-CIC, 100% of unvested PSUs for Walsh accelerate immediately .
- Good Reason: Distance threshold updated from 50 to 30 miles; other standard triggers (material adverse change to role, salary reduction, material breach) .
- Restrictive Covenants: Confidentiality; non-solicitation of employees/customers/suppliers during employment and for 12 months thereafter; standard indemnification agreement .
- Clawback Policy: Adopted October 2, 2023; mandatory recovery of erroneously awarded incentive compensation in event of restatement for three preceding fiscal years .
Investment Implications
- Pay-for-performance linkage: High alignment via STIP and PSUs tied to core operating metrics (revenue and adjusted EBITDA); the addition of a three-year revenue growth cash plan further reinforces long-term performance orientation .
- Vesting cadence and potential selling pressure: Quarterly vesting schedules across 2023 PSUs and RSUs and 2024 RSUs (Feb/May/Aug/Nov) create regular liquidity events that can contribute to steady insider supply; monitor Form 4s around those dates for selling pressure signals .
- Governance signal: The restatement and proactive clawback recovery (including $42,018 STIP and 573 PSUs) indicate enforcement discipline, but the underlying restatement is a governance risk; continued oversight of financial controls is warranted .
- Retention and change-in-control economics: Double-trigger 2x salary+target bonus and full PSU acceleration on CIC termination provide meaningful protection; combined with ongoing quarterly vesting, near- to mid-term retention risk appears moderated, but incentives may be favorable under strategic transaction scenarios .
- Ownership alignment: Beneficial ownership remains sub-1%; company policy requires 3x salary ownership for officers over five years, which promotes alignment though current compliance status is not disclosed .
- Prior track record context: CFO experience spans challenged retail turnarounds (Pier 1, Bon-Ton); the emphasis on EBITDA/revenue metrics in current role is consistent with turnaround and performance-driven frameworks .