Robert Fisch
Ollie's Bargain Outlet HoldingsAbout Robert Fisch
Independent director of OLLI since 2015; age 75 (2025) with over three decades of retail leadership. President of RNF Group (consulting; since 2017), former President/CEO/Chairman of rue21 (2001–2016), prior board member at The Children’s Place (2004–2013), and President of Casual Corner Group (1987–1999). Serves on the Fashion Institute of Technology (FIT) Board; publishes business leadership books (ForbesBooks) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RNF Group | President | 2017–present | Advises and mentors retail and other enterprises . |
| rue21, inc. (Nasdaq: RUE) | President, CEO, Chairman | 2001–2016 | Led large specialty apparel retailer . |
| The Children’s Place (Nasdaq: PLCE) | Director | 2004–2013 | Corporate governance oversight . |
| Casual Corner Group, Inc. | President | 1987–1999 | Retail operations leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fashion Institute of Technology (FIT) | Board member | Since 2020 | Sponsor of Bob Fisch Graduate Student Award; speaker/mentor . |
| Author (ForbesBooks) | Author | 2019–2023 | “FischTales” (2019) and “Get A Life” (2023) . |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member (not a chair) .
- Independence: Board determined Fisch is independent under Nasdaq and SEC rules .
- Attendance: Directors met at least 75% of aggregate Board/committee meetings in FY2024/FY2023; independent directors met in regular executive sessions .
- Overboarding policy: Directors limited to ≤4 other public company boards; none currently serves on >3 .
- Hedging/pledging: Prohibited for directors and associates .
- Say-on-pay signal: Last annual meeting saw over 94% support for say-on-pay, indicating investor confidence in compensation governance .
Fixed Compensation (Director)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual Cash Retainer | $80,000 | $80,000 |
| Committee Cash Retainers | Audit Chair $25,000; Audit member $12,500; Comp Chair $20,000; Comp member $10,000 (increased mid-FY2023; prorated) | Same levels maintained |
| Fisch Fees Earned (Cash) | $88,750 | $90,000 |
| Travel reimbursement | Actuals reimbursed (policy) | Actuals reimbursed |
Performance Compensation (Director)
- RSUs granted annually; time-based vesting (one year); not tied to performance metrics .
- Fisch Stock Awards: $125,005 (FY2023) and $125,003 (FY2024) .
- Note: Director equity is service-based; performance metrics apply to executive incentives (Compensation Committee oversight).
Performance metric framework (executive incentives overseen by Fisch’s Compensation Committee):
| Metric | FY2023 | FY2024 |
|---|---|---|
| Adjusted EBITDA Target ($mm) | $263.0 | $306.2 |
| Adjusted EBITDA Actual ($mm) | $275.2 | $312.7 |
| Achievement vs Target | 104.6% | 102.1% |
| Resulting NEO Bonus Payout Factor | Midpoints per role; CEO 100% of base; others per plan | 128.6% of target for NEOs |
Other Directorships & Interlocks
- Current public company boards: None disclosed (past boards: rue21, The Children’s Place) .
- Shared interlocks/related-party: Company reported purchases from Hillman (Executive Chair serves on HLMN) and AriZona (director Abid Rizvi CEO) with Audit Committee oversight; no transactions involving Fisch disclosed .
Expertise & Qualifications
- Retail CEO/operator with strategic and operational acumen demonstrated at rue21 and Casual Corner; governance experience as a public company director; academic engagement via FIT .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of 2024 record date; 61,291,151 shares outstanding) | 28,409 shares (<1%) |
| Composition | 22,159 shares held directly; 6,250 options exercisable within 60 days |
| Options held (director) | 6,250 (as of Feb 1, 2025) |
| RSUs held (director) | 1,684 (as of Feb 1, 2025) |
| Stock ownership guideline | 4× annual cash retainer; all non-employee directors met or on track (Feb 1, 2025) |
| Hedging/pledging | Prohibited by policy |
Insider trading activity (Form 4):
| Date | Type | Shares | Price | Post-transaction holdings | Source |
|---|---|---|---|---|---|
| 2025-03-24 | Option exercise (M) | 6,250 | $18.19 | 28,409 | |
| 2025-03-24 | Open market sale (S) | 6,250 | $108.08 | 22,159 | |
| 2025-04-01 | RSU vest/delivery (M-Exempt) | 1,684 | $0 | 23,843 | |
| 2024-04-01 | RSU grant (A) | 1,684 | $0 | 1,684 RSUs | |
| 2024-03-23 | RSU vest (M-Exempt) | 2,156 | $0 | +2,156 common | |
| 2023-03-23 to 2023-03-25 | RSU grant/vest (A/M-Exempt) | 2,156/2,893 | $0 | +common via vest |
Governance Assessment
-
Strengths
- Independent director with deep retail operations experience; active on Compensation and Nominating committees .
- Robust governance policies: majority voting, executive sessions, Rooney Rule for board diversity, anti-hedging/pledging, stock ownership guidelines .
- Strong investor support for pay practices (>94% say-on-pay approval; 2025) .
- Attendance compliance and regular executive sessions bolster oversight quality .
-
Risks/Red Flags
- None evident specific to Fisch: no related-party transactions; equity transactions align with standard vesting/exercise and appear as liquidity management (exercise and same-day sale) .
- Director RSUs are time-based (no performance link); however, executive incentive metrics are performance-tied (Adjusted EBITDA), and Fisch participates in oversight via Compensation Committee .
-
Alignment Signals
- Equity ownership and adherence to ownership guidelines indicate skin-in-the-game; absence of hedging/pledging supports alignment .
- Insider Form 4s show modest net share changes around vesting and option exercises; current beneficial ownership remains <1% but consistent with director norms .
Notes and Sources
- Board composition and committees; biography; independence; attendance; policies: .
- Director compensation schedules and Fisch compensation: .
- Beneficial ownership and breakdown: .
- Executive incentive metrics and outcomes: .
- Say-on-pay support: .
- Related party transactions (none involving Fisch disclosed): .