Nancy Walsh
SPORTSMAN'S WAREHOUSE HOLDINGSAbout Nancy Walsh
Nancy A. Walsh (age 64) is an independent director of Sportsman’s Warehouse (SPWH) since August 2022. She serves as Chair of the Audit Committee and is an audit committee financial expert; she also serves on the Compensation and Nominating & Governance Committees. Walsh is currently Chief Financial Officer of Katapult Holdings, Inc. (Nasdaq: KPLT) and holds a B.S. in Zoology (University of New Hampshire) and an MBA (Northeastern University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LL Flooring Holdings, Inc. | EVP & Chief Financial Officer | Sep 2019–Nov 2022 | Led finance for specialty retail; public company officer |
| Pier 1 Imports, Inc. | EVP & Chief Financial Officer | Jan 2018–Apr 2019 | Retail turnaround exposure; company filed Chapter 11 in Feb 2020 (historical context) |
| The Bon-Ton Stores, Inc. | EVP & Chief Financial Officer | Nov 2015–Dec 2017 | Retail finance leadership; company filed Chapter 11 in Feb 2018 (historical context) |
| Tapestry, Inc. (Coach, Inc.) | Senior VP Finance and other finance roles | Mar 1999–Dec 2013 | Large-cap multi-brand consumer finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Katapult Holdings, Inc. (KPLT) | Chief Financial Officer | Dec 2022–present | Public company CFO; capital markets and risk oversight |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Walsh is independent under Nasdaq Listing Rule 5605(a)(2) |
| Committee assignments | Audit Committee (Chair); Compensation Committee (Member); Nominating & Governance Committee (Member) |
| Audit committee financial expert | Yes, designated by the Board under Item 407(d) of Regulation S-K |
| Meetings in FY2024 | Board: 8; Audit: 5; Compensation: 9; Nominating & Governance: 4 |
| Attendance | Each director attended at least 75% of Board and assigned committee meetings in FY2024 |
| Executive sessions | Independent directors meet regularly in executive sessions |
| Risk oversight emphasis | Audit oversees financial reporting/internal controls, related party reviews, and cybersecurity; Compensation oversees incentive risk; N&G oversees governance/ESG |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $115,000 | Comprised of base director retainer ($85,000) plus Audit Chair fee ($30,000) |
| Equity (RSU) grant fair value | $99,998 | Annual RSU granted at 2024 meeting; vests in 12 monthly installments and settles upon separation or 1-year anniversary, subject to plan terms |
| Director stock ownership guidelines | 3× base annual retainer (currently $100,000) | 5-year grace period to comply; each director either compliant or within grace |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-based director pay | Not used | Non-employee director compensation consists of cash retainers and time-based RSUs; no performance metrics for director equity |
Other Directorships & Interlocks
- Other public company directorships: No additional public company board seats for Walsh disclosed in the proxy .
- Corporate officer roles: CFO of Katapult Holdings (public company) .
- Related-party transactions: Audit Committee reviews all related-party transactions; none requiring disclosure since January 29, 2023 were reported .
Expertise & Qualifications
- Multi-company public CFO experience (Katapult, LL Flooring, Pier 1, Bon-Ton) with deep finance, audit, and risk management credentials; designated audit committee financial expert .
- Retail, e-commerce/digital, and capital markets skills aligned to SPWH’s operating profile per Board skills matrix .
- Education: B.S. in Zoology (University of New Hampshire); MBA (Northeastern University) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 52,965 (less than 1%) |
| RSUs vested but not yet delivered | 18,885 units |
| Unvested RSUs | 9,443 units |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Company stock |
| Director ownership guideline | 3× base annual retainer; 5-year compliance window; directors either compliant or within grace |
Governance Assessment
- Board effectiveness: Walsh strengthens financial oversight as Audit Chair and designated financial expert, with robust committee activity (Audit 5 meetings in FY2024) and ≥75% attendance across Board/committees, supporting investor confidence in controls and reporting quality .
- Independence and alignment: Independent status, prohibition on hedging/pledging, and director ownership guidelines with structured RSU vesting provide alignment signals; her equity is comprised of time-based RSUs and beneficial holdings, with delivery deferral features permitted under plan rules .
- Compensation mix: FY2024 director pay combines fixed cash retainer ($115,000) and annual RSUs ($99,998), including chair fee recognition; the RSU structure vests monthly, enhancing ongoing alignment while avoiding performance metric gaming for directors .
- Potential conflicts/RED FLAGS: Walsh is CFO of Katapult (public company); proxy discloses no related party transactions requiring disclosure, mitigating conflict concerns. Historical CFO tenure at Pier 1 and Bon-Ton preceded those companies’ Chapter 11 filings (industry stress context), which is noteworthy but not indicative of misconduct; continued independence and Audit Chair role at SPWH offsets risk via rigorous oversight .
- Shareholder signals: SPWH’s most recent say‑on‑pay support for executives rose to ~83%, suggesting improved investor sentiment toward pay practices and oversight, indirectly supportive of Compensation Committee stewardship where Walsh serves as a member .