Richard Zannino
Ollie's Bargain Outlet HoldingsAbout Richard Zannino
Richard Zannino (age 66) is OLLI’s Lead Independent Director, serving on the Board since September 2012. He is Managing Director at CCMP Capital and previously served as CEO of Dow Jones, after roles as CFO and COO; earlier he was EVP (strategy, finance, M&A, technology) and CFO at Liz Claiborne. He is Vice Chairman of Pace University’s Board of Trustees and sits on the boards of Estée Lauder (EL) and IAC/InterActiveCorp (IAC). The Board has affirmatively determined him to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Jones & Company | CEO and Director; previously CFO, then COO | CFO from Feb 2001; COO July 2002; CEO Feb 2006 | Led strategic and operational transformation at a major media company |
| Liz Claiborne | EVP (strategy, finance, M&A, technology, operating units); previously CFO | Joined 1998 as CFO | Enterprise finance and strategy leadership in retail/apparel |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CCMP Capital | Managing Director; Investment Committee member | 2009–present | Private equity investing; portfolio governance |
| Pace University | Vice Chairman, Board of Trustees | Not disclosed | Higher-ed governance leadership |
| Estée Lauder Companies (NYSE: EL) | Director | Not disclosed | Public company board experience |
| IAC/InterActiveCorp (Nasdaq: IAC) | Director | Not disclosed | Public company board experience |
Board Governance
- Roles at OLLI: Lead Independent Director; Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Zannino is independent under SEC/Nasdaq standards .
- Attendance and engagement: Board held 4 regular and 2 special meetings; each committee met 4 times in FY2024; every director attended at least 75% of aggregate Board/committee meetings. Independent directors met regularly in executive sessions chaired by the Lead Independent Director .
- Lead Independent Director responsibilities: Presides over executive sessions, liaises among CEO, independent directors, and Executive Chairman, approves materials and schedules with the Executive Chairman, and can call/chair independent director meetings; available for direct stockholder communication upon request .
- Overboarding policy: Directors may not serve on more than four other public company boards; currently, none serves on more than two other public company boards .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director retainer |
| Compensation Committee Chair fee | $20,000 | Additional cash retainer for Comp Chair |
| Audit Committee member fee (not applicable) | — | Only Audit Committee members receive $12,500; Zannino is not on Audit |
| Nominating & Corporate Governance member fee | $0 | No additional retainer disclosed for Nominating members |
| FY2024 cash fees (actual) | $100,000 | Reflects $80,000 retainer + $20,000 Comp Chair fee |
Performance Compensation
| Component | Details | Vesting/Performance |
|---|---|---|
| Annual equity grant (RSUs) | $125,003 grant-date fair value | RSUs vest one year from grant date; time-based (no performance metrics disclosed for directors) |
| Options | None held by Zannino as of 2/1/2025 | 0 options outstanding |
| RSUs held (as of 2/1/2025) | 1,684 units | Annual director RSUs; one-year cliff vest |
Other Directorships & Interlocks
| Company | Relationship to OLLI | Interlock/Conflict Notes |
|---|---|---|
| Estée Lauder (EL) | None disclosed | No related-party transactions disclosed involving Zannino |
| IAC (IAC) | None disclosed | No compensation committee interlocks or insider participation reported at OLLI; Zannino chairs Comp Committee comprised solely of independent directors |
Expertise & Qualifications
- Deep CEO/CFO/COO experience across media and retail; private equity investment committee experience; boardroom leadership across multiple public companies .
- Strong finance, strategy, and M&A background; governance expertise as Lead Independent Director .
- Higher-education governance (Pace University Vice Chair) adds stakeholder engagement experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 11,198 shares (direct) |
| Ownership as % of shares outstanding | <1% (proxy denotes “less than 1%”) |
| RSUs held (director) | 1,684 units (as of 2/1/2025) |
| Options held | 0 |
| Ownership guidelines | Directors must hold 4x annual cash retainer in company equity; as of 2/1/2025 all non-employee directors met or were on a satisfactory path to meet guidelines |
| Hedging/Pledging | Prohibited for all associates and directors |
Governance Assessment
- Strengths: Independent Lead Director role with explicit responsibilities; robust committee leadership (Compensation Chair); high board/committee engagement (≥75% attendance); strong director independence framework; prohibition on hedging/pledging; clear ownership guidelines; say-on-pay support robust (>94% approval at last annual meeting) .
- Compensation alignment: Director pay mix balanced between cash retainer and time-based RSUs; no performance metrics tied to director equity, consistent with prevailing governance norms; FY2024 director compensation levels maintained (no increase), suggesting restraint .
- Conflicts/related-party risk: Proxy discloses related-party dealings involving other directors (Hillman; AriZona) but none involving Zannino; Audit Committee oversees related-person transactions per policy .
- Interlocks: No compensation committee interlocks or insider participation; Compensation Committee comprised entirely of independent directors and supported by an independent consultant (Pearl Meyer) .
Overall, Zannino’s profile reflects strong governance credentials and board leadership, with clear independence, disciplined director compensation, and absence of disclosed conflicts—supportive of investor confidence .