Walter McLallen
About Walter F. McLallen
Walter F. McLallen, 59, has served as an independent director of The Lovesac Company since 2019. He is Chair of the Audit Committee, a member of the Compensation Committee, and a member of the Nominating and Governance Committee; the Board has determined he is an “audit committee financial expert.” He brings 35+ years in leveraged finance, private equity, and operations; he is Managing Member of Meritage Capital Advisors (since 2004), and holds a B.A. in Economics and Finance from the University of Illinois at Urbana‑Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meritage Farms LLC (dba Meritage Capital Advisors) | Managing Member | 2004–present | Advisory boutique focused on debt and private equity transaction origination, structuring, and consulting . |
| Tomahawk Strategic Solutions | Founder and Co‑Chairman | Not disclosed | Law enforcement and corporate training and risk management company . |
| Remington Outdoor Company | Vice Chairman (co‑founded platform with major investment firm) | 2006–2015 | Consumer platform leadership; board/organizational experience in consumer products . |
| CIBC World Markets | Managing Director; Head of Debt Capital Markets; Head of High Yield Distribution | 1995–2004 | Led DCM and HY distribution; leveraged finance expertise . |
| Drexel Burnham Lambert | M&A Department | Not disclosed | Early career in M&A . |
| The Argosy Group L.P. | Founding member | Not disclosed | Investment banking/finance background . |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| Tandy Leather Factory, Inc. | Director | Public | 2017–2022 | Prior public company directorship (past 5 years) . |
| Timeless Wine Company | Director | Private | Not disclosed | Consumer luxury wine brands . |
| adMarketplace | Director | Private | Not disclosed | Search engine advertiser . |
| Frontier Dermatology Partners | Director | Private | Not disclosed | Dermatology practice management . |
| Other public company directorships (current) | — | Public | — | None . |
Board Governance
- Independence and roles: Independent director; Audit Chair; member, Compensation; member, Nominating & Governance; designated audit committee financial expert .
- Committee activity: Audit Committee (4 meetings in fiscal 2025); Compensation Committee (5 meetings); Nominating & Governance Committee (4 meetings). All three committees are fully independent .
- Attendance: Board held 8 meetings in fiscal 2025; no director attended fewer than 75% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting .
- Risk oversight: Audit oversees financial reporting, internal controls, cybersecurity risks, and related‑party transaction review; Compensation oversees compensation risk and disclosure; Nominating oversees governance, succession, and Board effectiveness .
- Shareholder engagement and refreshment: Company adopted a director resignation policy (majority vote standard) and addressed overboarding feedback; engaged with 69 investors in fiscal 2025 .
- Related-party safeguards: Governance highlights note no related party transactions with directors and officers; Audit Committee reviews related party transactions .
Fixed Compensation
| FY2025 Director Compensation (Non‑Employee) | Amount |
|---|---|
| Fees Earned or Paid in Cash (Walter F. McLallen) | $94,148 |
| Stock Awards (RSUs) – Grant Date Fair Value | $125,000 (Annual Grant on June 11, 2024; vests in full on one‑year anniversary) |
| All Other Compensation | — |
| Total | $219,148 |
| Director Compensation Policy Highlights | Terms |
|---|---|
| Annual cash retainer (non‑employee director) | $75,000 |
| Committee Chair retainers | Audit $15,000; Compensation $10,000; Nominating & Governance $10,000 |
| Board Chair additional retainer | $50,000 (increased from $30,000 in fiscal 2025) |
| Annual equity grant | RSUs valued at $125,000; vest in full after one year |
| Cash-for-RSU election | Directors may elect to receive cash retainers in RSUs that vest after one year |
| Award cap | Director cash + equity capped at $500,000 per fiscal year under 2017 Equity Plan |
| Deferral | Directors may defer settlement of Annual Grant until separation from Board or change in control |
Performance Compensation
| Plan/Element | Performance Metrics | Weighting | Payout Basis | Notes |
|---|---|---|---|---|
| Annual Director RSU Grant | None (time‑based vesting) | 100% time‑based | Vests in full at 1‑year anniversary | No performance conditions disclosed for director equity . |
| Cash Retainers/Chair Fees | None | N/A | Fixed cash compensation | Directors may elect RSUs in lieu of cash; no performance link . |
The Compensation Committee uses FW Cook as independent compensation consultant; no compensation committee interlocks or insider participation were identified in fiscal 2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (past 5 years) | Tandy Leather Factory, Inc. (2017–2022) |
| Compensation Committee interlocks | None in fiscal 2025 |
| Related-party transactions | None with directors/officers per governance highlights; Audit reviews any such transactions |
Expertise & Qualifications
- Finance professional with 35+ years across leveraged finance, private equity, and operations; prior senior roles at CIBC World Markets (Head of DCM and HY Distribution) and experience at Drexel Burnham Lambert and The Argosy Group .
- Significant consumer products board experience; former Vice Chairman of Remington Outdoor Company; service on multiple consumer‑focused private company boards .
- Board designations: Audit Committee Chair and “audit committee financial expert” under SEC rules .
- Education: B.A., double major in Economics and Finance, University of Illinois at Urbana‑Champaign .
Equity Ownership
| Ownership (as of April 17, 2025) | Shares/Value |
|---|---|
| Number of outstanding shares owned (direct/indirect) | 31,242 |
| Shares subject to options and RSUs (exercisable/settle within 60 days) | 11,510 |
| Total beneficial ownership | 42,752 |
| Percent of shares outstanding | <1% (based on 14,845,078 shares outstanding) |
| Aggregate unvested RSUs held (as of Feb 2, 2025) | 11,510 |
| Director stock ownership guideline | 3× annual cash retainer within 5 years; all directors in compliance or on track |
| Trading policy | Trades limited to quarterly windows with mandatory pre‑clearance |
Recent Insider Trades (selected)
| Date (Filing) | Type | Shares | Price | Value | Post‑Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-06-17 (filed 2025-06-20) | Open‑market purchase | 2,000 | $17.71 | $35,415 | 38,050 | |
| 2025-06-11 article ref. (Form 4 for Jun 10) | Form 4 notice | — | — | — | — |
Note: The beneficial ownership table in the proxy reflects 42,752 shares as of April 17, 2025; subsequent open‑market purchases in June 2025 increased holdings reported in Form 4s; see sources above for transaction details .
Governance Assessment
- Strengths: Independent director with deep finance and consumer experience; Audit Committee Chair and SEC‑defined financial expert; strong attendance; committees fully independent; no related‑party transactions; use of an independent compensation consultant; adoption of majority vote resignation policy; recent insider open‑market buying (positive alignment signal) .
- Alignment: Holds 42,752 shares beneficially as of April 17, 2025 and 11,510 unvested RSUs; director ownership guideline of 3× retainer, with all directors in compliance or on track; trading restricted to pre‑cleared quarterly windows .
- Potential watch items: Director equity is time‑based RSUs (no explicit performance metrics), consistent with market norms but offers limited pay‑for‑performance linkage at the board level; multiple private company affiliations appear unrelated to Lovesac’s core business and no conflicts are disclosed; continue to monitor for any related‑party transactions and Section 16 activity trends .