Stephen White
Ollie's Bargain Outlet HoldingsAbout Stephen White
Independent director of Ollie’s Bargain Outlet Holdings, Inc. since July 2016; age 70; currently serves on the Audit Committee and the Nominating & Corporate Governance Committee . Former Chief Logistics Officer at Dollar Tree (2003–May 2016), with earlier logistics and transportation roles at Ames Department Stores and other companies; B.S. in Business Administration (Transportation & Distribution Management; Finance & Insurance) from Northeastern University . The Board has affirmatively determined Mr. White is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dollar Tree, Inc. | Chief Logistics Officer | Apr 2003–May 2016 | Built logistics division during tenure |
| Dollar Tree, Inc. | Various logistics leadership roles | 1994–2003 | Scaled logistics capability |
| Ames Department Stores | Director of Transportation & Administration; distribution/transport roles | 1986–1994 | Transportation and distribution leadership |
| LyphoMed Pharmaceuticals; Eastern Airlines; Incom International; Shell Oil Company | Transportation and supply chain roles | Not disclosed | Multiple supply chain roles prior to Ames |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent consulting | Part‑time logistics consultant | Ongoing | Logistics consulting; no other public company directorships disclosed in proxy |
Board Governance
- Current Board/Committee roles: Director; Audit Committee member; Nominating & Corporate Governance Committee member (not a chair) .
- Independence: Board determined White is independent under applicable SEC and Nasdaq rules .
- Attendance/engagement: In Fiscal 2024, the Board held 4 regular and 2 special meetings; Audit, Compensation, and Nominating & Corporate Governance Committees met 4 times each; every director attended at least 75% of their aggregate Board and committee meetings; independent directors met in regular executive sessions led by the Lead Independent Director .
- Audit Committee expertise: Committee chaired by Thomas Hendrickson, designated “audit committee financial expert”; White is an independent member; Audit met 4 times in FY2024 and regularly meets auditors without management present .
- Lead Independent Director: Richard Zannino .
- Overboarding policy: Directors may not serve on more than four other public company boards; none currently serve on more than two .
- Hedging/pledging: Company prohibits all associates and directors from hedging or pledging Company stock .
- Related-party transactions: Policy requires Audit Committee review/approval; FY2024 disclosures identify transactions associated with other directors/companies (Hillman; AriZona Beverages) but none involving White .
Fixed Compensation (Non‑Employee Director)
| Component | Fiscal Year | Amount/Terms |
|---|---|---|
| Annual cash retainer | FY2024 | $80,000 cash retainer for non‑employee directors |
| Audit Committee member retainer | FY2024 | $12,500 for each non‑chair Audit Committee member |
| Catch‑up for FY2023 meetings (audit retainer increase) | FY2024 | $1,250 catch‑up reflecting two FY2023 meetings after increase to $12,500 |
| Total cash fees earned (Stephen White) | FY2024 | $93,750 |
Notes:
- In May FY2024, Board maintained independent director total compensation amounts following review with Pearl Meyer (compensation consultant) .
- Compensation Committee comprises independent directors; it engaged Pearl Meyer and determined the consultant is independent with no conflicts .
Performance Compensation (Equity)
| Item | Fiscal Year | Detail |
|---|---|---|
| Annual equity grant (RSUs) | FY2024 | RSU grant with aggregate grant‑date fair value of $125,003 (ASC 718) |
| RSUs outstanding (as of Feb 1, 2025) | FY2024 | 1,684 RSUs held by Stephen White |
| Vesting | FY2024 | Director RSUs vest one year from grant date |
| Options outstanding (as of Feb 1, 2025) | FY2024 | 0 options for Stephen White |
| Director comp cap (per 2025 Plan) | FY2025 | Aggregate director compensation limit of $750,000 per calendar year (value of equity based on grant‑date fair value; assuming max payout) |
| Plan governance | FY2025 | No repricing of options/SARs without stockholder approval; no dividends on unvested awards |
Performance metric disclosure: Non‑employee director RSUs are time‑based; no performance metrics disclosed for director equity awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks |
|---|---|---|---|
| None disclosed | — | — | The Compensation Committee disclosed no interlocks/insider participation; White is not on that committee |
Expertise & Qualifications
- Domain expertise: Logistics, supply chain, operations, and business/financial matters from senior roles at Dollar Tree and Ames .
- Education: B.S., Business Administration (Transportation & Distribution Management; Finance & Insurance), Northeastern University .
- Committee relevance: Logistics/operations risk oversight experience aligned with Audit Committee’s remit on risk management (including cybersecurity) and internal controls .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Held (as of 2/1/2025) | Options (Exercisable/Unexercisable) | Pledged/Hedged | Ownership Guideline Status |
|---|---|---|---|---|---|---|
| Stephen White | 17,479 | <1% | 1,684 | 0 / 0 | Prohibited by policy | Non‑employee directors have 4x annual cash retainer guideline; as of 2/1/2025 each had either met or was on a satisfactory path to meet |
Outstanding shares at record date: 61,407,163 .
Say‑on‑Pay & Shareholder Feedback (Context)
| Meeting | Proposal | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 Annual Meeting | Say‑on‑Pay (NEO compensation) | 55,108,519 | 2,913,731 | 114,200 | 1,129,316 |
| 2024 Annual Meeting | Say‑on‑Pay (NEO compensation) | 54,356,028 | 3,196,258 | 88,030 | 1,231,620 |
| 2023 Annual Meeting | Say‑on‑Pay (NEO compensation) | 53,644,790 | 4,290,875 | 28,970 | 1,095,699 |
Director elections: Stephen White received 56,997,094 votes for; 1,078,374 against; 60,982 abstain; 1,129,316 broker non‑votes at the 2025 Annual Meeting .
Related‑Party Transactions and Conflicts
- Policy: Audit Committee reviews/approves related person transactions ≥$120,000; conflicted Audit Committee members recuse .
- Disclosures FY2024: Purchases from Hillman Solutions (director Swygert serves on Hillman’s board) and AriZona Beverages (CEO is director Rizvi); no transactions involving Stephen White disclosed .
- Independence determination: Board affirmed White’s independence after reviewing relationships/transactions .
- Hedging/Pledging: Prohibited for directors; mitigates misalignment/credit risk from pledging .
Governance Assessment
Strengths
- Long‑tenured operator with deep logistics/supply chain expertise valuable for risk oversight, inventory flow, and cost control; aligns well with Audit Committee risk oversight (ICFR, compliance, cybersecurity) .
- Clear independence determination; not on Compensation Committee; no related‑party transactions disclosed involving White .
- Solid engagement: Board/committees met regularly; each director ≥75% attendance; independent executive sessions led by Lead Independent Director .
- Shareholder‑friendly practices: Prohibition on hedging/pledging; no option/SAR repricing; no dividends on unvested awards; director pay cap; robust ownership guidelines (4x retainer) with compliance/on‑track status .
Potential Watch Items
- Concentration of committee service (Audit and Nominating & Corporate Governance) requires continued monitoring of workload/attendance, though current attendance threshold met .
- Director equity awards are time‑based (no performance metrics) which is standard for directors but places more emphasis on ownership guidelines for alignment; guidelines in place and compliance/on‑track disclosed .
No material RED FLAGS identified specific to Stephen White (no pledging/hedging, no related‑party transactions, independent status, no attendance shortfall) based on latest proxy and shareholder vote disclosures .