Martha Bejar
SPORTSMAN'S WAREHOUSE HOLDINGSAbout Martha Bejar
Independent director of Sportsman’s Warehouse Holdings (SPWH) since February 2019; age 63. Chair of the Nominating & Governance Committee and member of the Audit Committee. Senior Operating Partner at DaGrosa Capital Partners; prior CEO roles in networking/wireless software and leadership roles at Microsoft and Wipro. Education: Harvard Business School Advanced Management Program; MBA Nova Southeastern University; BS Industrial Engineering, University of Miami; Life Member, Council on Foreign Relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unium Inc. | Chief Executive Officer & Director | Mar 2017 – Mar 2018 | Led WiFi software solutions business |
| Flow Mobile Inc. | Chief Executive Officer & Director | Jan 2012 – Dec 2015 | Broadband wireless access strategy and execution |
| Wipro Infocrossing Cloud Computing Services | Chairperson & CEO | Not disclosed | Cloud services leadership |
| Microsoft Corp. | Corporate VP, Communications Sector | Not disclosed | Oversight of communications industry vertical |
| Red Bison Advisory Group | Co‑Founder | Not disclosed | US–Asia business advisory services |
External Roles
| Company | Role | Notes |
|---|---|---|
| Lumen Technologies, Inc. | Director | Current |
| CommVault Systems, Inc. | Director | Current |
| Quadient S.A. | Director | Resigning in June 2025 |
| Polycom Inc.; Mitel Systems | Director | Prior public boards |
Board Governance
- Independence: Board affirms Bejar is independent under Nasdaq rules .
- Committee assignments: Chair, Nominating & Governance; Member, Audit .
- Attendance: In FY2024, Board met 8x; Audit 5x; Nominating & Governance 4x; each director attended at least 75% of applicable meetings; all then‑current directors attended the 2024 annual meeting .
- Leadership structure: Independent Chair of the Board (McBee); CEO not on any committees .
- Majority voting with resignation policy for director elections (uncontested) .
- Skills (per Board matrix): Finance/Audit/Risk Management; Board/Public Company Governance; M&A/Capital Markets; Customer/Marketing/Branding; CEO Experience; Shareholder Communication & Alignment .
- Committee remits relevant to Bejar’s roles:
- Audit: financial reporting/internal controls, related‑party review, and cybersecurity oversight .
- Nominating & Governance: board composition/independence, evaluations, CEO succession, and ESG oversight .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock for all directors, officers, employees .
- Director ownership guidelines: 3x the base annual retainer (currently $100,000) within five years; all non‑employee directors are either compliant or within the grace period .
Fixed Compensation
| Component (FY2024) | Amount | Detail/Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non‑employee director retainer |
| Chair fee – Nominating & Governance | $25,000 | Chair retainer |
| Total cash paid (FY2024) | $110,000 | As reported in director compensation table |
| Equity – Annual RSU award (grant‑date fair value) | $99,998 | Granted at 2024 annual meeting; vests in 12 monthly installments; settlement timing and deferral options per policy |
Performance Compensation
| Element | Performance Metrics | Payout Linkage | FY2024 Outcome |
|---|---|---|---|
| Director equity (Annual RSU) | None (service‑based only) | Time‑based vesting in 12 monthly installments | RSU grant fair value $99,998; no performance conditions |
SPWH’s director program does not use performance metrics for director pay; it comprises cash retainers and time‑based RSUs only .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock with SPWH |
|---|---|---|---|
| Lumen Technologies, Inc. | Director | Not disclosed | None disclosed in SPWH proxy |
| CommVault Systems, Inc. | Director | Not disclosed | None disclosed in SPWH proxy |
| Quadient S.A. | Director (resigning Jun 2025) | Not disclosed | None disclosed in SPWH proxy |
- Related‑party transactions: SPWH reports no related‑party transactions requiring disclosure since Jan 29, 2023 (Audit Committee oversees any such matters) .
Expertise & Qualifications
- Extensive board expertise across governance, compensation, and audit; executive leadership across communications/technology sectors .
- Skills matrix flags: Finance/Audit/Risk Management; Board/Public Governance; M&A/Capital Markets; Customer/Marketing/Branding; CEO Experience; Shareholder Communication & Alignment .
- Education: HBS Advanced Management Program; MBA (Nova Southeastern); BS Industrial Engineering (University of Miami) .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 64,997 | <1% of outstanding shares; as of April 3, 2025 |
| RSUs vested (units) but not yet settled | 18,885 | As of Feb 1, 2025 |
| RSUs unvested (units) | 9,443 | As of Feb 1, 2025 |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging by directors |
| Director ownership guideline | 3x base retainer | Compliance or within 5‑year grace period for all directors |
Insider Trades (recent)
| Date (Trade/Grant) | Type | Shares/Units | Price | Post‑Txn Holdings | Source |
|---|---|---|---|---|---|
| 2024‑06‑17 (filed 2024‑06‑20) | Open market sale | 17,000 | $2.669 | 64,997 (direct) | |
| 2024‑05‑30 (filed 2024‑05‑31) | Annual RSU grant | 28,328 | $0 (grant) | — | |
| 2025‑05‑28 (filed 2025‑05‑30) | Annual RSU grant | 51,546 | $0 (grant) | — |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance and sits on Audit—positions central to board effectiveness (board composition, succession, ESG; financial reporting, cybersecurity, related‑party oversight) . Attendance meets board expectations; all directors attended the 2024 annual meeting, supporting engagement .
- Alignment: Holds equity and receives annual RSUs; director ownership guidelines (3x retainer) plus anti‑hedging/pledging policy bolster alignment; beneficial ownership of 64,997 shares, and additional RSUs outstanding .
- Compensation structure: Standard cash retainer plus time‑based RSUs; no performance pay for directors—typical and avoids misaligned risk‑taking; FY2024: $110,000 cash; $99,998 RSUs; total $209,998 .
- Shareholder signals: Say‑on‑pay support improved to ~83% in 2024 after program changes, indicating responsiveness to investor feedback (broader governance tone) .
- Conflicts/red flags: No related‑party transactions disclosed involving Bejar; hedging/pledging prohibited; no disclosed interlocks with SPWH competitors/suppliers/customers. Insider activity shows one modest sale in Jun‑2024 and routine annual RSU grants; nothing suggests adverse signals for investors .