Cabell H. Lolmaugh
About Cabell H. Lolmaugh
Cabell H. Lolmaugh is Chief Executive Officer, President, and a director of Tile Shop Holdings (TTSH), roles he has held since January 1, 2019; he previously served as COO (2018), VP Retail Stores (2017–2018), Director of Talent Development (2016–2017), and Director of Pro Services (2014–2016), and earlier held multiple store-level roles since 2001; prior to joining the company he served in the U.S. Marine Corps . He is 46 years old and is not an independent director by virtue of his employment; the company separates the roles of Chairman (Peter H. Kamin) and CEO, which helps mitigate dual‑role risks . Performance context: Adjusted EBITDA declined from $49.6m (2022) to $38.8m (2023) and $22.6m (2024), and Pretax ROCE fell to 2.9% in 2024 (from 12.4% in 2023), which drove zero payout under the 2024 annual cash incentive and forfeiture of certain performance shares tied to ROCE targets .
Key performance indicators
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EBITDA ($000s) | 49,583 | 38,779 | 22,614 |
| Pretax ROCE (%) | — | 12.4% | 2.9% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tile Shop Holdings | Chief Executive Officer & President | Since Jan 1, 2019 | Led operations through multi‑year profitability headwinds; pay design tied to Adjusted EBITDA and ROCE |
| Tile Shop Holdings | SVP & Chief Operating Officer | Feb 2018 – Dec 2018 | Operations leadership preceding CEO transition |
| Tile Shop Holdings | VP, Retail Stores | Oct 2017 – Feb 2018 | Field execution oversight |
| Tile Shop Holdings | Director, Talent Development | Jan 2016 – Oct 2017 | Built store training strategy |
| Tile Shop Holdings | Director, Pro Services | Jul 2014 – Jan 2016 | Led professional customer strategy |
| Tile Shop Holdings | Multiple store-level leadership roles | 2001 – Jul 2014 | Frontline operations experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| United States Marine Corps | Service member | Prior to joining TTSH | Operational discipline background |
Fixed Compensation
| Item | FY 2023 | FY 2024 | FY 2025 (approved) |
|---|---|---|---|
| Base salary ($) | 412,000 | 424,360 | 437,000 |
| Target annual cash incentive (% of salary) | — | 75% | 75% |
| Actual annual cash incentive ($) | — | 0 (below threshold) | — |
Notes:
- Company provides 401(k) match ($0.50 per $1 up to 5% of salary; vests 20% per year over 5 years) .
- No defined benefit pension; no nonqualified deferred compensation in 2024 .
Performance Compensation
Annual cash incentive design (select years)
| Year | Metric | Threshold/Scale | Target (as % of salary) | Actual | Payout |
|---|---|---|---|---|---|
| 2024 | Further Adjusted EBITDA | 90% threshold; 100% pays target; 115% pays 175%; linear between points | 75% | Below threshold | 0 |
| 2025 | Further Adjusted EBITDA | ≥95% threshold; to 175% at 115% of target | 75% | — | — |
Equity awards and vesting (Cabell H. Lolmaugh)
| Grant type | Grant date | Shares granted | Key vesting/performance terms | Status/Notes |
|---|---|---|---|---|
| Time‑based RS | Mar 4, 2024 | 15,125 | Vests in 3 equal annual installments beginning Mar 4, 2025 | Outstanding; unvested shares shown below |
| Performance RS (Adjusted ROCE) | Mar 4, 2024 | 30,249 | 30%/30%/40% vest on filing of 10‑K for 2024/2025/2026; targets 12%, 14%, 15% ROCE; tranche 1 forfeited due to 2024 miss | First 30% forfeited; remaining 70% at target in table |
| Time‑based RS | Mar 6, 2023 | 12,346 | Vests in 2 equal annual installments beginning Mar 6, 2025 | Outstanding |
| Performance RS (Profit metric/ROCE) | Mar 6, 2023 | 14,815 | 30%/30%/40% vest on filing of 10‑K for 2023/2024/2025; targets 15%, 20%, 20%; 2024 tranche forfeited | 2024 tranche forfeited; 2025 tranche at target |
| Time‑based RS (remaining unvested) | Mar 7, 2022 | 5,137 | Vests Mar 7, 2025 | Outstanding |
| Performance RS (ROCE) | Mar 7, 2022 | 30,823 | 30%/30%/40% on 10‑K for 2022/2023/2024 with ROCE targets 18%, 20%, 21% | 2022 and 2023 tranches previously cancelled; 2024 tranche forfeited |
Option awards (Cabell H. Lolmaugh)
| Grant date | Options exercisable | Options unexercisable | Exercise price ($) | Expiration |
|---|---|---|---|---|
| Nov 6, 2017 | 26,900 | — | 8.50 | Nov 6, 2027 |
| Feb 22, 2018 | 56,000 | — | 5.55 | Feb 22, 2028 |
| Feb 20, 2019 | 97,067 | — | 6.26 | Feb 20, 2029 |
Stock vested in 2024 (supply/withholding dynamics)
| Item | Shares | Value realized ($) |
|---|---|---|
| RS vested (gross) | 44,886 | 295,923 |
| Shares withheld for taxes | 14,538 | — |
| Net shares issued | 30,348 | — |
Equity Ownership & Alignment
- Beneficial ownership: 409,796 shares (<1%); as of Apr 8, 2025 includes 92,870 unvested restricted shares and 179,967 options exercisable or exercisable within 60 days; similar disclosure as of Oct 22, 2025 .
- Stock ownership guidelines: CEO required to hold stock equal to 3x base salary by Feb 28, 2026; must retain 50% of net shares until in compliance; unvested time‑based RS counts toward compliance, options and unvested performance RS do not .
- Hedging/pledging: Insider Trading Policy prohibits short sales, derivatives, and pledging or margining company stock without prior CFO approval; pre‑clearance required for officers and directors .
Ownership breakdown
| As-of date | Beneficially owned shares | Percent | Unvested restricted shares included | Options exercisable/within 60d |
|---|---|---|---|---|
| Apr 8, 2025 | 409,796 | <1% | 92,870 | 179,967 |
| Oct 22, 2025 | 409,796 | <1% | 92,870 | 179,967 |
Employment Terms
- Offer letter history: Initial offer letter as COO in Feb 2018; updated effective Jan 1, 2019 for CEO title and compensation changes; other terms unchanged .
- Severance (CEO): If terminated without “severance cause” or resigns for “good reason,” continued base salary for six months plus a payment equal to six times the company’s monthly health insurance premium contribution; as of Dec 31, 2024, estimated cash severance $212,180 .
- Change‑in‑control (CIC): Full vesting acceleration for unvested stock options if not offered employment by the successor, terminated without cause, or constructively terminated within one year post‑CIC; the Omnibus Plan also allows the Compensation Committee to accelerate vesting for awards upon a CIC .
- Restrictive covenants: Non‑compete and non‑solicit apply during employment and for one year thereafter .
- Clawback: Compensation Recovery Policy (adopted Feb 2023) compliant with SEC/Nasdaq requires recoupment of erroneously awarded incentive compensation for three fiscal years preceding any required restatement; covers metrics including stock price, TSR, EBITDA, and ROCE .
Potential payments (as if terminated Dec 31, 2024)
| Scenario | Cash severance ($) | Health premium multiple | CIC equity acceleration trigger |
|---|---|---|---|
| Company not for cause | 212,180 | 6x monthly contribution | If not offered employment/terminated within 1 year post‑CIC |
| Good reason resignation | 212,180 | 6x monthly contribution (for CFO example) | Same as above |
| In connection with CIC | 212,180 | — | Committee/CIC provisions may accelerate |
Board Governance
- Director since Jan 1, 2019; currently nominated as a Class I director with term through the 2028 annual meeting if elected .
- Independence: Not independent; five other directors are independent under SEC/Nasdaq rules .
- Board leadership: Separate Chairman (Peter H. Kamin) and CEO roles; board believes separation is appropriate currently .
- Committees: CEO is not a member of standing committees; Audit (Chair: Bonney), Compensation (Chair: Glasser), Governance (Chair: Kamin), and Independent Transaction Committee (Chair: Bonney) .
- Director compensation: CEO receives no additional pay for director service; non‑employee directors receive retainers and may elect RS; chairs receive additional fees .
Board/committee snapshot (as of Apr 8, 2025)
| Committee | Chair | Members |
|---|---|---|
| Audit | Mark J. Bonney | Bonney; Jacullo; Kamin; Solheid |
| Compensation | Deborah K. Glasser | Glasser; Bonney; Jacullo |
| Nominating/Governance | Peter H. Kamin | Kamin; Glasser; Solheid |
| Independent Transaction | Mark J. Bonney | Bonney; Solheid |
Governance/trading context
- A Special Meeting (Dec 3, 2025) seeks shareholder approval for a reverse stock split (1:2,000 to 1:4,000) as part of a potential deregistration (“going dark”) transaction; the Transaction Committee obtained a fairness opinion and the Board reserved the right to abandon the transaction .
Compensation Structure Analysis
- Cash vs equity mix: CEO target bonus set at 75% of base salary; 2024 payout was zero due to failure to meet further Adjusted EBITDA threshold, increasing the equity share of realized pay in 2024 .
- Shift to performance‑linked equity: 2022–2024 equity grants include substantial performance‑based restricted stock tied to ROCE thresholds; multiple tranches were forfeited for 2022–2024 due to missed targets, indicating a high at‑risk component .
- Peer benchmarking and consultant: Compensation Committee uses Willis Towers Watson; peer set includes home and specialty retail and distribution companies (e.g., Lovesac, Boot Barn, Container Store, MarineMax, etc.) .
- Say‑on‑pay: 2024 say‑on‑pay approved with 99% support, signaling strong shareholder acceptance of the program design amid underperformance .
Equity Ownership & Trading Pressure Indicators
- Near‑term vesting events: Time‑based RS from 2024 and 2023 grants vest in equal installments beginning March 4–6, 2025; 2022 time‑based RS vests Mar 7, 2025; these dates historically create tax‑withholding net share settlements (e.g., 14,538 shares withheld in 2024), which can add technical supply absent open‑market sales .
- Performance RS outlook: 2024 grant’s first tranche (for 2024) forfeited; remaining tranches for 2025/2026 are contingent on adjusted ROCE thresholds of 14% and 15% respectively; 2023 grant’s 2025 tranche (40%) remains contingent on a 20% ROCE target .
Director‑Specific Note on Dual Roles
- Dual role: CEO and director (not Chairman). Independence concerns are mitigated by a separate independent Chairman and fully independent key committees; CEO receives no director fees .
Risk Indicators & Red Flags
- Underperformance against incentive metrics: 2024 further Adjusted EBITDA below threshold; 2022–2024 ROCE tranches forfeited (execution risk on profitability/returns) .
- Potential liquidity/governance shift: Proposed reverse split and deregistration could impact liquidity, index eligibility, and governance visibility; Transaction Committee deemed terms fair and Board can abandon transaction .
- Alignment safeguards: SEC/Nasdaq‑compliant clawback; anti‑hedging/anti‑pledging (with limited approval); stock ownership guidelines (3x salary by 2026 for CEO) .
- No pension or deferred comp; limited perquisites; no disclosure of tax gross‑ups .
Employment & CIC Economics Detail
| Provision | Term |
|---|---|
| Severance (without cause/good reason) | 6 months base salary (est. $212,180 as of 12/31/24) plus health premium multiple; release required |
| CIC vesting | Full acceleration for unvested stock options upon not being offered employment by successor, termination without cause, or constructive termination within 1 year post‑CIC; committee discretion on other awards |
| Non‑compete / Non‑solicit | During employment and 1 year post‑termination |
| Definitions | “Severance cause,” “good reason,” “cause,” and “change of control” per offer letters/Omnibus Plans |
Say‑on‑Pay & Shareholder Feedback
- 2024 SOP approval: 99% of votes cast (including abstentions) supported NEO pay .
- SOP frequency: Board recommends one‑year frequency; shareholders to vote at 2025 meeting .
Compensation Committee Analysis
- Composition: Glasser (Chair), Bonney, Jacullo; six meetings in 2024; CEO excluded from CEO pay deliberations .
- Consultant: Willis Towers Watson engaged; no conflict of interest determined .
- Peer group: Includes Weyco Group, Lovesac, Global Industrial, Container Store, Boot Barn, MarineMax, H&E Equipment Services, DXP Enterprises, Build‑A‑Bear, Kirkland’s, Bassett, LL Flooring (revenues < $2.5B) .
Investment Implications
- Pay‑for‑performance alignment appears robust: zero cash bonus for 2024 and multiple performance RS forfeitures show the plan is sensitive to underperformance (near‑term dilution risk from performance equity is constrained when targets are missed) .
- Retention risk manageable but not negligible: severance is modest (6 months) and vesting schedules extend through 2026; however, CEO ownership is <1% and performance equity is at risk, which could affect retention incentives if profitability/ROCE targets remain challenging .
- Technical/trading signals: predictable vesting windows (March each year) and tax withholdings can create supply; proposed reverse split/deregistration introduces liquidity and governance regime shifts that may influence insider trading windows and investor base composition .
- Governance: Separate Chair/CEO and independent committees mitigate dual‑role concerns; strong 2024 SOP support reduces near‑term say‑on‑pay risk, but continued operating improvement is critical to realize performance equity payouts and enhance alignment perception .