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Mary Baglivo

About Mary Baglivo

Mary Baglivo (age 67) is an independent director of Ollie’s Bargain Outlet Holdings, Inc. (OLLI) since November 2023. She is CEO of The Baglivo Group and previously held senior marketing leadership roles at Pace University, Rutgers University, and Northwestern University; earlier she served as Chair/CEO Americas at Saatchi & Saatchi and executive roles at Arnold Worldwide and Panoramic Communications. She holds a BA in English from Rutgers University and a Master’s in Integrated Marketing Communications from Northwestern University’s Medill School .

Past Roles

OrganizationRoleTenureCommittees/Impact
Saatchi & Saatchi WorldwideChair and CEO, Americas; CEO, New York2004–2013Led turnaround and growth; managed global clients
Arnold WorldwidePresident2002–2004Executive leadership
Panoramic CommunicationsChief Executive Officer2001–2002Agency CEO
Northwestern UniversityChief Marketing Officer; VP Global Marketing~2013–2017Senior strategy advisor to President; arts programming leadership
Rutgers UniversityVice Chancellor for Communications & Marketing2017–2018University-wide brand and communications leadership
Pace UniversityChief Marketing Officer & VP University Relations2020–2023Led integrated marketing; executive team member

External Roles

CompanyTickerRoleCommittee Roles
Host Hotels & Resorts, Inc.HSTDirector (since 2013)Not disclosed in OLLI proxy; long-standing independent director
Urban Edge PropertiesUETrustee (since 2022)Compensation Committee member; Corporate Governance & Nominating Committee member
Ruth’s Hospitality Group (privatized 2023)Former DirectorCorporate Responsibility involvement
PVH Corp. (prior)PVHFormer DirectorCorporate Responsibility participation

Board Governance

  • Committee memberships at OLLI: Compensation Committee member; Nominating and Corporate Governance Committee member .
  • Independence: The Board affirmatively determined Ms. Baglivo is independent under SEC and Nasdaq rules .
  • Attendance: In fiscal 2024 the Board held 6 meetings (4 regular, 2 special) and each director attended at least 75% of the aggregate Board and committee meetings on which they served; independent directors met in executive session regularly .
  • Overboarding: OLLI limits directors to no more than four other public company boards; none serve on more than three other public company boards presently .
  • ESG and related-party oversight: Audit Committee oversees Related Person Transaction Policy and whistleblower mechanisms; NCG Committee oversees ESG strategy .

Fixed Compensation

Component (Fiscal 2024)AmountNotes
Annual Cash Retainer$80,000 Paid quarterly; policy also provides member/chair retainers for Audit ($12,500 members; $25,000 chair) and Compensation ($10,000 members; $20,000 chair)
Equity (RSUs) – Grant Date Fair Value$125,003 RSUs vest one year from grant date
Total$205,003 Director compensation for FY2024 as disclosed
  • Director stock ownership guidelines: 4x the Annual Cash Retainer in company equity; as of Feb 1, 2025, all non-employee directors either met or were on a satisfactory path to meet guidelines .
  • Hedging/pledging: OLLI policy prohibits directors and associates from hedging or pledging company stock .

Performance Compensation

  • Not applicable: OLLI does not use performance-based director equity (no PSUs); director RSUs are time-based and vest one year from grant .

Other Directorships & Interlocks

CompanyPotential Interlock/ExposureNotes
Urban Edge Properties (REIT retail properties)Real estate exposureOLLI leases retail space broadly; no Urban Edge-specific related-party transactions disclosed in OLLI filings
Host Hotels & Resorts (lodging REIT)Hospitality real estateNo OLLI related-party transactions tied to Host disclosed

No related-party transactions involving Ms. Baglivo or entities connected to her are disclosed; prior related-party transactions involved inventory purchases from Hillman Solutions due to another director’s external board (Swygert) and historical related-party leases, not tied to Baglivo .

Expertise & Qualifications

  • Strategic marketing, brand strategy, advertising, and executive leadership experience; university-level marketing leadership; CEO experience at global agencies .
  • Education: BA Rutgers; Master’s in Integrated Marketing Communications, Northwestern Medill .

Equity Ownership

MetricValueDetail
Total beneficial ownership (shares)1,984 Directly held; <1% of outstanding shares
Unvested RSUs (as of 2/1/2025)1,684 Director RSUs outstanding; vest one year from grant
Options0 No option holdings
Pledging/HedgingProhibited Company policy
Ownership guideline statusOn track/meetingAll non-employee directors meet or are on satisfactory path

Insider Trades (Form 4 corroboration)

Filing DateTransaction DateTypeSecuritySharesPricePost-Txn OwnedSEC Link
2023-12-082023-11-30Form 3 (initial)RSUs3000
2024-04-032024-04-01Award (A)RSUs1,68401,684
2024-12-022024-11-30M-Exempt (A)Common (from RSU vest)3000300
2024-12-022024-11-30M-Exempt (D)RSUs (settled)30000
2025-04-022025-04-01Award (A)RSUs1,09101,091
2025-04-022025-04-01M-Exempt (A)Common (from RSU vest)1,68401,984
2025-04-022025-04-01M-Exempt (D)RSUs (settled)1,68400

Note: Post-transaction ownership aligns with OLLI proxy beneficial ownership as of the record date (1,984 shares) .

Director Compensation Detail (Policy context)

Policy ElementValue
Annual cash retainer$80,000
RSU annual value$125,003
Committee chair/member feesAudit chair $25,000; Audit member $12,500; Compensation chair $20,000; Compensation member $10,000
RSU vestingOne year from grant

Say-on-Pay & Shareholder Feedback

ItemResult
2024 Say-on-PayVotes For: 54,356,028; Against: 3,196,258; Abstain: 88,030; Broker non-votes: 1,231,620
2024 Director Election (Mary Baglivo)Votes For: 56,226,233; Against: 1,357,045; Abstain: 57,038; Broker non-votes: 1,231,620

Governance Assessment

  • Committee effectiveness: Active roles on Compensation and NCG committees at OLLI; independent status confirmed; attendance threshold met—supports engagement and oversight .
  • Alignment: Equity retainer via RSUs with 1-year vesting; stock ownership guidelines (4x retainer) and prohibition of hedging/pledging strengthen alignment .
  • Conflicts: No related-party transactions disclosed involving Ms. Baglivo; company-level related-party items have involved other directors historically (Hillman Solutions purchases; related-party leases), not her .
  • External boards: Current service at HST and UE adds real estate and consumer marketing perspective; OLLI’s overboarding policy is respected (no more than three other boards) .

Overall signals: Independent, marketing-savvy director with multi-industry board experience, satisfactory attendance, and ownership alignment; no disclosed conflicts or red flags impacting investor confidence .