Stanley Fleishman
Ollie's Bargain Outlet HoldingsAbout Stanley Fleishman
Independent director at Ollie’s since 2013, age 73, with deep operating and financial leadership across wholesale and retail. He is Executive Chairman of Jetro/Restaurant Depot Group (since 2017), previously CEO (since 1992) and earlier CFO; prior CEO of Dion Stores in South Africa (1982–1985). He holds an MBA from Wharton and undergraduate degrees in business and accounting, bringing broad management, operational, and financial expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jetro/Restaurant Depot Group | Executive Chairman | 2017–present | Oversight of nationwide wholesale cash-and-carry distributor; leverages operational/financial expertise |
| Jetro/Restaurant Depot Group | Chief Executive Officer | 1992–2017 | Led growth and operations across wholesale/retail |
| Jetro/Restaurant Depot Group | Chief Financial Officer | Prior to 1992 | Built financial controls and reporting |
| Dion Stores (South Africa) | Chief Executive Officer | 1982–1985 | Led a retail chain, advancing core retail competencies |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Jetro/Restaurant Depot Group | Executive Chairman | No disclosure of public listing in proxy | Wholesale foodservice distributor; not disclosed as a public board |
| Other public company directorships | — | — | None disclosed for Fleishman in the proxy biography and director summaries |
Board Governance
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee Chair .
- Independence: Board affirmed Stanley Fleishman is independent under SEC/Nasdaq rules .
- Attendance and engagement: Board held 4 regular and 2 special meetings; Audit met 4; Compensation met 4; Nominating met 4; each director attended at least 75% of aggregate Board and committee meetings, with independent director executive sessions held regularly .
- Governance policies supporting effectiveness: Majority voting with resignation policy; hedging and pledging prohibited; annual Board and committee self-evaluations; overboarding limits (none of the directors serve on >3 other public boards) .
| Governance Metric | FY2024 Value |
|---|---|
| Board meetings (regular + special) | 6 total |
| Audit Committee meetings | 4 |
| Compensation Committee meetings | 4 |
| Nominating & Corporate Governance Committee meetings | 4 |
| Attendance threshold met (≥75%) | Yes, for all directors |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $80,000 |
| Audit Committee member retainer | $12,500 |
| Catch-up for FY2023 audit retainer increase | $1,250 |
| Total fees earned in cash | $93,750 |
| Annual RSU grant (grant-date fair value) | $125,003 |
| Total director compensation | $218,753 |
- Director equity grant form: RSUs vest one year from grant date (annual awards to non-employee directors) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-linked director compensation metrics | None; non-employee director pay is cash retainer plus time-based RSUs |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Fleishman |
| Committee chair roles (OLLI) | Nominating & Corporate Governance Committee Chair |
| Interlocks/related-party exposures | No Fleishman-related transactions disclosed; related-person transactions in FY2024 involved Hillman (via Swygert) and AriZona (via Rizvi) only |
Expertise & Qualifications
- MBA, Wharton School; undergraduate degrees in business and accounting .
- Led large-scale wholesale and retail operations as CEO/Executive Chairman and previously CFO—strong operational and financial governance skillset relevant to Audit and Nominating oversight .
- Board independence and long tenure at OLLI (2013–present) support institutional knowledge and continuity .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Total beneficial ownership (shares) | 31,481 shares (held directly) |
| Ownership as % of shares outstanding | <1% of 61,407,163 shares |
| RSUs held as of 2/1/2025 | 1,684 RSUs |
| Stock options held | 0 |
| Hedging/pledging | Prohibited for directors and associates |
| Director stock ownership guideline | 4x Annual Cash Retainer |
| Guideline compliance status | Each non-employee director has met or is on a satisfactory path to meet guidelines as of 2/1/2025 |
Governance Assessment
- Board effectiveness: Fleishman’s dual service on Audit (member) and Nominating (Chair) aligns with his operational/financial background; independence, attendance, and leadership contribute positively to governance quality .
- Alignment: Meaningful share ownership with no options and a consistent annual RSU program under strict hedging/pledging prohibitions and ownership guidelines; equity exceeds cash retainer, supporting long-term alignment (RSUs $125,003 vs cash $93,750) .
- Conflicts/related-party exposure: No Fleishman-related transactions disclosed; company maintains formal related-person transaction policy administered by the Audit Committee .
- Broader investor confidence signals: Robust governance framework (majority voting, self-evaluations, overboarding limits), clawback policy in place, and strong prior “say-on-pay” support (>94% in favor at last annual meeting) .
RED FLAGS: None disclosed for Fleishman—no related-party transactions, no hedging/pledging, attendance ≥75%, and adherence to ownership guidelines .