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William Linnane

William Linnane

Interim Chief Executive Officer and President at SPAR GroupSPAR Group
CEO
Executive

About William Linnane

William Linnane (age 50) is SGRP’s Global Strategy & Growth Officer, appointed in July 2021, with an MA in Economics from Trinity College Dublin and prior leadership roles spanning merchandising, retail operations, and finance across the US, Europe, and Australia . During his tenure, SGRP reported Total Shareholder Return index values of 87.83 (2023) and 157.72 (2024) and Net Income of $4.776 million (2023) and $2.687 million (2024) . His remit centers on global strategy and growth execution, leveraging prior C-suite experience and category leadership at Kmart, Tesco, and a European book retailer .

Past Roles

OrganizationRoleYearsStrategic Impact
Kmart (US & Puerto Rico)President, Pharmacy, Drugstore & GroceryNot disclosedLed multi-category merchandising and operations for multi-billion-dollar businesses
European book retailerChief MerchantNot disclosedDrove merchandising strategy and growth initiatives
Tesco (UK)Category Lead, Beverage/Candy/SnacksNot disclosedPartnered with global CPGs to drive branded growth and digital strategies
Advisory & investment firmCEONot disclosedLed M&A and retail restructurings
Kingfisher plc; Tesco plcFinance roles (UK & Ireland)Not disclosedEarly-career finance training; qualified accountant

External Roles

OrganizationRoleYearsNotes
None disclosedNo external directorships disclosed in the proxy

Fixed Compensation

Metric (USD)20232024
Base Salary$332,708 $340,000
Cash Bonus Paid (earned prior year; includes PSU payments)$130,796 $310,430
Option and RSU Compensation (taxable recognized)$0 $0
All Other Compensation (allowances)$4,800 $4,800
Total Reported Compensation$468,304 $655,230

Notes:

  • Bonuses shown are cash paid in the year for prior-year performance; cash bonuses include Phantom Stock Unit (PSU) payouts when applicable .

Performance Compensation

AwardGrant DateMetricTargetActual/PayoutVesting
PSUs (111,111 units)Mar 24, 20222022 financial target90% of agreed target required Target not met; first tranche did not vest Board approved second and third tranches to vest time-based on 2nd and 3rd anniversaries of grant (Mar 24, 2024 and Mar 24, 2025)
PSUs (181,818 units)Apr 3, 20232023 Global EBIT≥70% of budgeted 2023 Global EBIT Achieved; first tranche vested as determined Mar 31, 2024 Remaining tranches vest time-based on 2nd and 3rd anniversaries of grant (Apr 3, 2025 and Apr 3, 2026)

Design features and governance:

  • RSUs and PSUs vest primarily over one to three years, with performance gates where specified .
  • All outstanding Awards vest fully upon Extraordinary Events (including sale/merger) with settlement at fair value, subject to plan terms .
  • The 2025 Stock Compensation Plan eliminates Board discretion to reprice awards favorably, resets share pool to 2,000,000, and standardizes vesting/terms through May 31, 2028 .

Equity Ownership & Alignment

ItemValue
Beneficially owned common shares17,909 shares
Shares outstanding23,446,444 shares
Ownership % of common shares~0.076% (17,909 ÷ 23,446,444)
Stock options (exercisable / unexercisable)0 / 0 for Linnane
PSUs outstanding and scheduled to vest2022 grant: 2 tranches remain time-based; 2023 grant: 2 tranches remain time-based
Voting/dividend rights on PSUsNone; PSUs are cash-settled liabilities; no share issuance
Pledging of awardsAwards are non-transferable; pledge only with Compensation Committee’s express consent and subject to conditions
Stock ownership guidelinesNot disclosed in proxy

Employment Terms

TermDetail
Role and start dateGlobal Strategy & Growth Officer, joined July 2021
Employment statusAt-will employee
Change-of-Control Severance Agreement (COCSA)Lump sum if CIC plus termination without cause or for Good Reason within Protected Period; Good Reason includes certain duty/comp changes, loss of independence post-CIC, or CEO departure (for non-CEO execs)
Severance multiple1.0x annual salary plus max bonus of prior two years (Belzer 1.5x; CEO 2.0x – Linnane falls into “others” at 1.0x)
Protected Period/TermProtected Period equals the Term or 24 months post-most-recent CIC; Term is 36 months, auto-extends daily absent non-renewal notice
ClawbackRecovery of compensation linked to Awards if a restatement is due to material noncompliance from Awardee misconduct, to the extent required by law/policy
Extraordinary Event vestingAll outstanding options/RSUs/PSUs vest at closing of the Highwire merger; holders receive comparable consideration net of exercise prices

Investment Implications

  • Pay-for-performance alignment: Linnane’s variable pay is tied to EBIT-based PSU gates (≥70% threshold in 2023) and time-based vesting thereafter, indicating a mix of performance- and retention-oriented incentives; PSUs are cash-settled, limiting dilution and open-market selling pressure .
  • Change-in-control monetization: The pending Highwire transaction accelerates vesting and provides cash settlement for PSUs, reducing near-term insider selling risk but monetizing awards; COCSA terms offer 1x salary plus max recent bonus if terminated post-CIC, shaping retention/leverage in negotiations .
  • Ownership signal: Direct equity ownership remains small relative to outstanding shares (~0.076%), with no options disclosed for Linnane, and PSUs providing cash alignment rather than equity voting or long-term share accumulation .
  • Governance controls: The 2025 equity plan curtails repricing, defines vesting norms, and restricts pledging absent committee consent, while a clawback provision is in place for misconduct-related restatements—mitigating compensation-related governance risks .