Steven Sansom - Director | SPORTSMAN'S WAREHOUSE HOLDINGS (SPWH) Executive Profile & Compensation

About Steven Sansom

Steven W. Sansom, 56, is an independent director at Sportsman’s Warehouse (SPWH) since September 2023, serving on both the Audit and Compensation Committees. He is founder and chairman of Steel Grove Capital Advisors and Steel Grove Family Office (since 2001), with prior roles including founder/principal at Center Coast Capital Advisors (2007–2018), Vice President at Goldman Sachs (1993–2001), and roles in Merrill Lynch’s Institutional ECM (1991–1993). He holds a Business degree from Millsaps College and attended Harvard Business School’s executive education program .

Past Roles

Organization	Role	Tenure	Committees/Impact
Steel Grove Capital Advisors & Steel Grove Family Office	Founder & Chairman	Sep 2001–present	Capital allocation, multi-industry investing
Center Coast Capital Advisors	Founder, Principal, Board Member	Nov 2007–Feb 2018	Midstream energy infrastructure investing; governance oversight
Goldman Sachs & Co.	Vice President	Aug 1993–Sep 2001	Equity capital markets, institutional coverage
Merrill Lynch Global Capital Markets	Institutional Equity Capital Markets Group	Aug 1991–Sep 1993	ECM execution and distribution

External Roles

Organization	Role	Tenure	Notes
Brown Brothers Harriman Capital Partners	Executive Advisory Board	Current	Middle markets PE advisory
Viome Life Sciences	Advisory Board Member	Current	Life sciences advisory

Board Governance

Committee assignments: Audit Committee member; Compensation Committee member; no chair roles .
Independence: Board determined Sansom is independent under Nasdaq Rule 5605(a)(2) .
Attendance: In FY2024 the Board met 8x; Audit 5x; Compensation 9x; each director attended at least 75% of aggregate meetings; all directors attended the 2024 annual meeting .
Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Risk oversight: Audit Committee oversees financial reporting, internal controls, related party transactions, and cybersecurity risk; Compensation Committee reviews incentive risk; Nominating & Governance oversees governance and ESG-related risks .

Fixed Compensation

Component	Amount	Period/Grant	Terms
Annual cash retainer	$85,000	FY2024	Non-employee director base retainer
Equity (RSUs)	$99,998	Granted at 2024 annual meeting	Annual RSU award vests in 12 monthly installments over the year; settlement deferral election available
Total	$184,998	FY2024	Sum of cash and stock awards

Notes:

Chair and lead independent retainers exist but do not apply to Sansom (Chair: +$130,000; Lead Independent: +$15,000) .
Committee chair retainers (not applicable to Sansom): Audit Chair +$30,000; Compensation Chair +$25,000; Nominating & Governance Chair +$25,000 .

Performance Compensation

No performance-conditioned director pay disclosed; annual director equity grants are time-based RSUs vesting monthly, not tied to performance metrics .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed in proxy
Committee interlocks	Compensation Committee comprises Becker (Chair), McBee, Sansom; FW Cook serves as independent advisor with no conflicts. No interlock or insider participation issues disclosed .
Related party transactions	None requiring disclosure since Jan 29, 2023; Audit Committee pre-approves any such transactions per policy .

Expertise & Qualifications

Finance/Audit/Risk management; M&A/Capital Markets; Board/Public Company Governance; Customer/Branding; CEO experience; Shareholder communication & alignment per SPWH skills matrix .
Education: Business (Millsaps College); HBS executive education .

Equity Ownership

Measure	Amount/Detail
Total beneficial ownership	148,439 shares; less than 1% of outstanding
Ownership breakdown	Includes 90,000 shares via Sansom Holdings, LLC (100% membership interest); 10,000 shares held by spouse (disclaimed except indirect pecuniary interest)
RSUs (director grants)	Vested but not paid: 18,885 units; Unvested: 9,443 units as of Feb 1, 2025
Ownership guidelines	Directors expected to own ≥3x base annual retainer (currently $100,000), measured over up to five years; company states all directors are compliant or within grace period
Hedging/pledging	Company prohibits hedging and pledging of Company stock for directors, officers, and employees

Governance Assessment

Strengths: Independent director on both Audit and Compensation; clear independence determination; no related party transactions; robust hedging/pledging prohibitions; regular executive sessions; active committee meeting cadence; and meaningful personal shareholding/RSU exposure indicating alignment .
Watch items: Individual attendance rates are not disclosed beyond “≥75%”; ensure continued robust participation given dual committee load. No public-company directorships disclosed, limiting external public board benchmarking; monitor for potential conflicts arising from private advisory roles, though none are disclosed currently .
Compensation structure: Director pay tilted slightly toward equity ($99,998 RSUs vs. $85,000 cash), supporting alignment; time-based vesting only (no performance linkage) is standard for directors but offers limited performance conditioning .

Compensation Committee Analysis

Composition: Becker (Chair), McBee, Sansom—all independent under Nasdaq; no delegation of core authority .
Consultant: FW Cook retained; assessed as independent with no conflicts; peer group used for executive benchmarking (not director), indicating process rigor .
Policies: Clawback policy adopted (primarily focused on executives per 10D requirements); insider trading policy and prohibition on hedging/pledging enhance governance posture .

RED FLAGS

None disclosed: No related party transactions; no pledging; no legal proceedings reported in proxy; directors met attendance policy; standard indemnification agreements in place .