Thomas Hendrickson
Ollie's Bargain Outlet HoldingsAbout Thomas Hendrickson
Independent director at Ollie’s Bargain Outlet since 2015; age 70. Former EVP, CFO, CAO & Treasurer at Sports Authority (2003–2014) and EVP, CFO, CAO at Gart Sports (1998–2003), bringing deep retail finance and audit oversight experience. Currently serves as Chair of OLLI’s Audit Committee and is designated the Board’s “audit committee financial expert.” He is independent under SEC/Nasdaq rules. Tenure on OLLI’s board: 2015–present.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sports Authority Inc. | EVP, CFO, CAO & Treasurer | Aug 2003 – Feb 2014 | Led finance/admin through retail cycles; extensive public-company readiness and controls experience |
| Gart Sports Company | EVP, CFO, CAO | Jan 1998 – Aug 2003 | Senior finance leadership through merger with Sports Authority |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Reilly Automotive, Inc. (Nasdaq: ORLY) | Lead Independent Director; Audit Committee Chair | Current | Leads ORLY’s independent directors; chairs audit oversight |
| Snap One Holdings Corp. (Nasdaq: SNPO) | Director; Audit Committee Chair | Until May 2024 (company acquired) | Chaired audit until acquisition by Resideo |
Board Governance
- Independence: Board determined Hendrickson is independent; meets heightened audit independence requirements. He is the Audit Committee Chair and the Board’s “audit committee financial expert.”
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee.
- Meeting cadence & attendance: FY2024—Board 4 regular + 2 special meetings; Audit 4; Compensation 4; Nominating & Corporate Governance 4. Each director attended ≥75% of applicable meetings; independent directors held regular executive sessions chaired by the Lead Independent Director.
- Stockholder engagement/governance: Majority voting with resignation policy; prohibition on hedging/pledging for directors/associates; no supermajority provisions; annual board/committee self-evaluations.
- Direct line to Audit Chair: Investors can write directly to “Mr. Thomas Hendrickson, Chair, Audit Committee,” via the Company’s address.
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $80,000 |
| Audit Committee Chair additional retainer | $25,000 |
| Total cash (Hendrickson) | $105,000 |
| Committee member retainers (for reference): Audit members (non-chair) $12,500; Compensation members $10,000 | $12,500 / $10,000 |
Notes: No meeting fees; cash paid quarterly.
Performance Compensation
| Equity Grant (FY2024) | Shares/Units | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|
| Annual RSU award (non-employee directors) | 1,684 (Hendrickson holding as of 2/1/2025) | $125,003 (FY2024 stock awards total) | RSUs vest 1 year from grant date; annual awards to all non-employee directors |
Additional equity details: Directors had 0 options outstanding as of Feb 1, 2025; awards determined under ASC 718.
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Consideration |
|---|---|
| O’Reilly Automotive (ORLY) | No OLLI-disclosed transactions with ORLY; Hendrickson’s role is governance/oversight at a separate public company. |
| Snap One (SNPO) | Service ended May 2024 upon acquisition; no OLLI-related transactions disclosed. |
Related-party screening context: OLLI disclosed purchases from Hillman (where OLLI’s Executive Chairman serves on the board) and AriZona Beverages (CEO is an OLLI director); no related-person transactions for Hendrickson were disclosed.
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; extensive CFO background in retail; M&A and controls experience.
- Governance: Chairs Audit Committee; serves on Nominating & Corporate Governance; lead independent oversight at ORLY.
- Risk oversight: Audit Committee oversees financial reporting, ICFR, disclosure controls, legal/regulatory and cybersecurity risk; meets with auditors without management.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (OLLI) | 7,343 shares, held indirectly via a trust (trustees: Hendrickson and spouse; beneficiaries: him and immediate family) |
| Ownership % of outstanding | ≈0.012% (7,343 / 61,407,163) |
| Unvested/Outstanding RSUs | 1,684 units as of Feb 1, 2025 |
| Options (exercisable/unexercisable) | 0 / 0 (directors at FY2024 year-end) |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors/associates |
| Stock ownership guidelines | 4x annual cash retainer for directors; as of Feb 1, 2025, each non-employee director met or was on a satisfactory path to meet guidelines |
Recent Insider Transactions (Form 4)
| Transaction Date | Type | Shares | Price | Direct/Indirect | Post-Transaction Holdings | Source | |---|---:|---:|---|---|---| | 2025-04-21 | Gift (transfer) | 1,684 | $0.00 | From Direct (D) to Indirect (I) | 7,343 | https://www.sec.gov/Archives/edgar/data/1639300/000121390025034695/0001213900-25-034695-index.htm |
Data reflect a transfer of 1,684 shares as a gift from direct to indirect ownership; no open-market purchases/sales indicated in this filing. (Form 4 filing date 2025-04-23)
Governance Assessment
Strengths for investor confidence:
- Robust audit oversight: Hendrickson is independent, chairs Audit, and is the Board-designated financial expert; Audit met quarterly and meets auditors without management.
- Strong governance policies: Majority voting with resignation policy; no supermajority; anti-hedging/pledging; annual board/committee self-evaluations; direct access to Audit Chair.
- Alignment mechanisms: Annual director RSUs; 4x retainer stock ownership guideline with directors meeting/on track; no director options outstanding.
Potential risks/red flags:
- Related-party transactions exist at OLLI (Hillman kiosks; AriZona purchases), but no transactions involve Hendrickson; Audit Committee policy governs review/approval.
- Workload/overboarding risk appears low: policy limits and current service indicate compliance (none serve on >3 other public boards; he serves at ORLY, prior SNPO ended).
Compensation structure implications:
- Director pay balanced between fixed cash (including audit chair premium) and time-vested RSUs; no performance metrics for director equity (time-based vesting), which is typical but provides less explicit pay-for-performance linkage vs PSU frameworks.
Say-on-pay and shareholder sentiment (context):
- 94%+ support on last say‑on‑pay indicates broad investor approval of OLLI’s compensation governance environment.