Naomi Cramer
Leslie'sAbout Naomi Cramer
Naomi Cramer is Leslie’s Chief People Officer (CPO) since May 2023; she joined as Chief Human Resources Officer in September 2022 and was promoted to Chief Retail Operations & Talent Officer effective March 14, 2025, reporting to the CEO . She previously served as Chief Human Resources Officer at Banner Health and held senior HR leadership roles at Target; she holds a Bachelor of Science from the University of Phoenix . Company performance context during her tenure: fiscal 2024 Adjusted EBITDA was $108.7M (below threshold; no bonuses paid), and the 2023–2024 cumulative PSU goals were missed (Adjusted Net Income $50.0M; Revenue $2,781.3M) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leslie’s | Chief People Officer | Since May 2023 | Enterprise HR leadership for ~15,000+ workforce; executive team member |
| Leslie’s | Chief Human Resources Officer | Sep 2022–May 2023 | Built HR processes; executive onboarding |
| Banner Health | Chief Human Resources Officer | Jun 2016–Feb 2022 | Led HR at large non-profit health system; talent strategy |
| Banner Health | VP, Talent Management | 2015–2016 | Led recruitment, L&D, org effectiveness, assessments, workforce planning |
| Banner Health | VP, Talent Acquisition | Dec 2014–2015 | Built recruitment function for system-wide hiring |
| Target Corporation | Senior Vice President, Field HR | Not disclosed (prior to 2014) | Led HR for 350,000 employees across 1,780 stores and 37 DCs |
External Roles
No public company directorships or external board roles disclosed for Ms. Cramer in Company filings .
Fixed Compensation
| Metric | FY 2024 | FY 2025 (effective Mar 14, 2025) |
|---|---|---|
| Base Salary ($) | $400,000 | $525,000 |
| Target Bonus (% of base) | 50% | 65% |
| Target Bonus ($) | $200,000 | $341,250 |
| Actual Bonus Paid ($) | $0 (performance below threshold) | Not disclosed as of offer date |
Performance Compensation
Annual Cash Bonus Plan (FY 2024)
| Metric | Threshold | Target | Maximum | Actual | Payout Outcome |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | $160.0 | $180.0 | $200.0 | $108.7 | 0% of target; no bonus earned |
Definition includes EBI(TDA), management fees, equity-based comp, non-recurring items and other adjustments per proxy CD&A .
Performance Stock Units (PSUs)
| Program | Performance Period | Metrics & Weighting | Threshold | Target | Maximum | Actual | Payout & Vesting |
|---|---|---|---|---|---|---|---|
| FY 2023 PSU (tranche covering FY 2023–2024) | 2-year | Cumulative Adjusted Net Income (75%) and Revenue (25%) | Adj. NI $480M; Revenue $4,810M | Adj. NI $540M; Revenue $5,130M | Adj. NI $605M; Revenue $5,470M | Adj. NI $50.0M; Revenue $2,781.3M (Actual) | 0% vest; tranche forfeited |
| FY 2024 PSU | 2-year (FY 2024–2025) | Same metrics and weights; 0–200% vest; payouts 50% in Q1 FY 2026 and 50% in Q1 FY 2027, subject to continued employment | Not disclosed | Not disclosed | Not disclosed | Company notes tracking below target (as of proxy) | Earned amounts (if any) pay per schedule above |
FY 2024 Equity Grants (Grant-date values and structures)
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Vesting |
|---|---|---|---|---|---|
| PSUs | Dec 7, 2023 | 6,354 | 21,180 | 42,360 | Per PSU program and performance schedule |
| RSUs | Dec 7, 2023 | — | — | — | 25% annually over 4 years (Dec 7 anniversaries) |
| RSUs | Aug 26, 2024 | — | 40,000 | — | 20,000 on Aug 26, 2025 and 20,000 on Aug 26, 2026 |
Equity Ownership & Alignment
| Item | As of Dec 31, 2024 | As of Jul 14, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 28,177 (<1%) | 56,821 (<1%) |
| Shares Outstanding Basis | 185,208,018 shares | 185,578,489 shares |
| Stock Ownership Guidelines | Other Designated Officers: 2x base salary; 50% net shares hold-until-compliant; PSUs and options excluded from count | |
| Compliance Status | NEOs in compliance at record date | |
| Hedging/Pledging | Prohibited for executives and directors; no margin accounts or pledges allowed | |
| Pledged Shares | None permitted under policy |
Outstanding Awards and Vesting Schedules (as of FY 2024 year-end)
| Grant | Units | Vesting Schedule | Market Value Basis |
|---|---|---|---|
| RSU (Dec 15, 2022) | 31,772 | Equal installments on Dec 15, 2024, 2025, 2026 | Valued at $2.86/share |
| RSU (May 18, 2023) | 34,787 | Equal installments on May 18, 2025, 2026, 2027 | |
| RSU (Dec 7, 2023) | 21,180 | Equal installments on Dec 7, 2024, 2025, 2026, 2027 | |
| RSU (Aug 26, 2024) | 40,000 | 20,000 on Aug 26, 2025 and 20,000 on Aug 26, 2026 | |
| PSU (FY 2024 program) | 3,047 (target tranche shown) | Eligible based on FY 2024–2025 performance; payouts 50% in Q1 FY 2026 and 50% in Q1 FY 2027 | |
| PSU (earlier program tranches) | See PSU program; FY 2023–2024 tranche forfeited | Forfeited due to underperformance |
Note: Market values shown in proxy tables use $2.86/share as of Sep 27, 2024 .
Employment Terms
- Executive Severance Plan: Ms. Cramer executed the Leslie’s Executive Severance Plan participation agreement on Oct 19, 2022, agreeing to covenants in Section 5 (non-compete/non-solicit provisions per plan) .
- Potential Payments (illustrative values as of Sep 28, 2024):
- Involuntary termination without cause or for good reason (non-CoC): Cash severance $400,000; COBRA reimbursement $25,943; RSU acceleration $114,400; PSUs not accelerated; total $540,343 .
- Following a change of control (double-trigger): Cash severance $400,000; COBRA reimbursement $25,943; RSU acceleration $365,334; PSU acceleration at target for measurement periods not lapsed $69,288; total $860,565 .
- Governance features: No single-trigger CoC payments; no tax gross-ups for CoC; robust recoupment (clawback) policy; independent compensation consultant used (FW Cook) .
Compensation Committee
- Compensation Committee members: Seth Estep (Chair), Lorna Nagler, Maile Naylor, Claire Spofford; committee reviewed CD&A and recommended inclusion in proxy .
Insider Transactions and Section 16 Filings
- Initial beneficial ownership (Form 3) filed Oct 4, 2023, reflecting RSUs: 42,363 vesting Dec 15, 2023–2026 and 46,383 vesting May 18, 2024–2027; each RSU converts to one share at vest .
- Power of Attorney executed Oct 4, 2023 appointing Scott Bowman and Brad Gazaway as attorneys-in-fact for Section 13/16 filings .
- Company-disclosed Section 16 compliance: Officers and directors timely filed required reports in FY 2024 .
- No Form 4 sale transactions for Ms. Cramer found in the documents returned by our search; monitoring recommended.
Performance Compensation – Detailed Plan Mechanics
| Component | Metric | Weighting | Targeting/Payout Curve | Actual Outcome (latest disclosed) | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (FY 2024) | Adjusted EBITDA | 100% of corporate metric; individual modifier ±20% (zero-sum) | 25% payout at $160M; 100% at $180M; 200% at $200M; linear between points | $108.7M → 0% payout | Annual cash; none paid for FY 2024 |
| PSUs (FY 2024) | Cumulative Adjusted Net Income (75%), Revenue (25%) | 75% / 25% | 0–200% of target; defined adjustments to Adj. NI per CD&A | Company indicates tracking below target; prior 2023–2024 tranche paid 0% | 50% in Q1 FY 2026; 50% in Q1 FY 2027 (if earned) |
Investment Implications
- Pay-for-performance alignment increased: Zero FY 2024 cash bonus and forfeiture of FY 2023–2024 PSU tranche indicate strong linkage of variable pay to underperformance; clawback policy and no tax gross-ups further align with shareholder-friendly governance .
- Retention vs. near-term selling pressure: Multiple RSU vest dates (Dec 15, May 18, Dec 7, Aug 26) create predictable liquidity windows; significant upcoming vest tranches (e.g., 20,000 shares on Aug 26, 2025 and 2026) may add insider selling pressure depending on personal liquidity and guideline compliance requirements to retain 50% net shares until ownership multiple is met .
- Ownership alignment: Beneficial ownership remains <1% though it increased from 28,177 (Dec 2024) to 56,821 (Jul 2025); stock ownership guidelines require 2x base salary for designated officers, and NEOs were disclosed as in compliance at the record date .
- Change-in-control economics: Double-trigger structure with modest cash severance (~1x base salary) reduces golden parachute risk; RSU/PSU acceleration at target under CoC supports retention through transaction closing .
- Execution risk: Company’s missed Adjusted EBITDA and PSU targets in 2023–2024 and commentary that 2024–2025 PSUs are tracking below target highlight operating challenges; for an HR/operations executive, incentives are tied to financial outcomes, increasing pressure to drive productivity and labor/retail execution .