Michael Tucci
SPORTSMAN'S WAREHOUSE HOLDINGSAbout Michael Tucci
Independent director at Sportsman’s Warehouse (SPWH) since September 11, 2025; appointed Chair of the Compensation Committee and member of the Nominating & Governance Committee. Age 64 at appointment; BA in English from Trinity College. The company disclosed he is an independent director and executed the standard director indemnification agreement; no related-party transactions or appointment arrangements were reported.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rebel Capital, LLC | Founder & Managing Partner | 2016–present | Early-stage advisory/investing in consumer and related tech sectors. |
| Rag & Bone (private) | Chief Executive Officer; Board member | Nov 2013–Sep 2015 | Led fashion retail brand. |
| Coach, Inc. (now Tapestry’s Coach) | President, North American Group | Feb 2003–Aug 2013 | Senior P&L leadership in consumer retail. |
| The Gap, Inc.; Macy’s, Inc. | Senior executive roles | Prior to 2003 | Large-scale retail operations and merchandising leadership. |
External Roles
| Entity | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Rebel Capital, LLC | Private | Founder & Managing Partner | 2016–present | Not a public company directorship. |
| Public company boards | — | — | — | No other public company directorships disclosed. |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee (appointed Sept 11, 2025). Independent director.
- Board practices: Majority voting with director resignation policy for failures to receive a majority in uncontested elections.
- Independence determinations follow Nasdaq rules; all standing committees composed of independent directors per charter.
- Meeting cadence (FY2024): Board 8; Audit 5; Compensation 9; Nominating & Governance 4. All then-current directors met ≥75% attendance; Tucci joined after this period.
- Hedging and pledging: Prohibited for directors, officers, employees under the insider trading policy.
- Stock ownership guidelines (directors): Expected to own stock equal to 3x the base annual retainer within 5 years; includes RSUs (excluding performance-contingent units).
- Indemnification: Company has indemnification agreements with directors.
Fixed Compensation
SPWH director compensation structure (FY2024 policy; applies to non-employee directors):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (director) | $85,000. |
| Chair of the Board cash retainer | Additional $130,000. |
| Lead Independent Director cash retainer | Additional $15,000. |
| Committee Chair cash retainers | Audit $30,000; Compensation $25,000; Nominating & Governance $25,000. |
| Annual RSU grant | $100,000 grant-date value ($115,000 for Board Chair); vests in 12 equal monthly installments over 1 year; deferral election available; accelerated vesting if certain events occur (e.g., prior to next annual meeting within year; change in control if director does not continue). |
Tucci 2025 appointment grant:
| Date | Instrument | Amount | Notes |
|---|---|---|---|
| Sep 11, 2025 | Pro‑rated director RSU grant | $70,958 | Award under standard non‑employee director policy upon appointment. |
Performance Compensation
- Directors do not receive performance-based bonuses; equity for directors is time-vested RSUs with no performance metrics.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None disclosed. |
| Private/company boards | Rag & Bone (prior; private company). |
| Interlocks with SPWH competitors/suppliers/customers | None disclosed. |
| Related-party transactions | None; company reported no direct or indirect material interest under Item 404(a). |
Expertise & Qualifications
- 30+ years in retail leadership (Coach North America President; CEO at Rag & Bone), early-stage consumer investing (Rebel Capital).
- Board states his “deep expertise in retail operations and customer-focused strategy” as additive to SPWH; suitable for Compensation Committee leadership.
Equity Ownership
| Date/Source | Reported Beneficial Ownership | Notes |
|---|---|---|
| Form 3 filed Sep 29, 2025 (event date Sep 11, 2025) | No securities beneficially owned | Initial Section 16 filing; RSU appointment grant disclosed separately. |
| Ownership guidelines | 3x base annual retainer within 5 years | Applies to all non-employee directors; includes RSUs (ex‑performance‑contingent). |
| Hedging/pledging | Prohibited | Insider trading policy prohibits hedging and pledging of Company stock. |
Governance Assessment
- Strengths: Independent director; immediate leadership as Compensation Committee Chair; no related-party ties disclosed; director pay structure is straightforward (cash retainer + time-vested RSUs); robust prohibitions on hedging/pledging and clear ownership guidelines that enhance alignment over time.
- Considerations: Initial Form 3 reported no holdings (common for new appointees); alignment expected to build via RSUs and ownership guidelines; monitor subsequent Section 16 filings for ownership accumulation.
- Committee effectiveness context: Compensation Committee charter covers executive pay, succession planning, equity plan administration, and risk review; the Board uses an independent consultant (FW Cook) with no conflicts noted, which supports pay-for-performance oversight that Tucci will now chair.