Deborah K. Glasser
About Deborah K. Glasser
Deborah K. Glasser is an independent director of Tile Shop Holdings (TTSH), serving since July 2020; she is 57 years old and is Principal of PathFinder Consulting . She holds a B.A. in Economics from Cornell University and an M.B.A. from The Wharton School (University of Pennsylvania), and has deep operating experience in consumer marketing, talent management, and brand innovation .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| PathFinder Consulting | Principal | Current | Career coaching advisory; operating/management expertise |
| MAV Beauty Brands (Renpure) | Global Marketing Lead | Feb 2022–Jul 2023 | Led global marketing for personal care brand |
| Jewish Family & Children’s Services (NJ) | Director of Marketing, Comms & Special Events | 2018–Jan 2020 | Non-profit marketing leadership |
| TRANZACT (Willis Towers Watson company) | Senior Director | 2015–2017 | Marketing solutions for insurance companies |
| Tata Global Beverages (now Tata Consumer Products) | Marketing Director | 2007–2011 | Consumer products marketing (tea/coffee) |
| Starwood Hotels & Resorts | Senior Director | 2004–2005 | Hospitality marketing |
| Colgate-Palmolive | Senior Product Manager; Associate Director | 1996–2004 | Consumer products; brand management |
| MarketGWB, LLC | Founder/Consultant | 2011–2015 | Marketing and strategy consultancy |
| Price Waterhouse | Employee Benefits & Compensation Consultant | 1992–1994 | Early career consulting role |
External Roles
| Public Company Boards | Committee Roles | Notes |
|---|---|---|
| None disclosed | — | No current public-company directorships disclosed in TTSH proxies |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class III; re-elected June 18, 2024 to a term ending at the 2027 Annual Meeting |
| Independence | Board determined Ms. Glasser is independent under SEC/Nasdaq standards |
| Committee assignments | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Other committees | Not on Audit Committee or Independent Transaction Committee |
| Attendance | Board met 11 times in 2024; each incumbent director attended ≥75% of Board and committee meetings held during their service period |
| Annual meeting attendance | All directors then serving attended the 2024 Annual Meeting |
| Board leadership | Chairman: Peter H. Kamin (separate from CEO) |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Payable quarterly; directors may elect 50% or 100% in restricted stock |
| Chair of Board additional fee | $75,000 | — |
| Committee chair fees | Audit: $40,000; Compensation: $15,000; Governance: $15,000 | Ms. Glasser chairs Compensation |
| 2024 director equity (Glasser) | $121,125 stock award; 17,403 restricted shares granted June 18, 2024; vest/lapse of forfeiture on June 3, 2025 | |
| 2023 director equity (Glasser) | $126,862 stock award; 23,150 restricted shares granted June 13, 2023; lapse of forfeiture June 13, 2024 |
Performance Compensation
TTSH ties executive pay to financial metrics overseen by the Compensation Committee (which Ms. Glasser chairs). Recent plan design and outcomes (shows rigor/discipline of pay-for-performance controls):
| Metric | 2024 Plan Design | 2024 Outcome |
|---|---|---|
| Annual cash incentive – “further Adjusted EBITDA” | Threshold at 90% of budget (partial payouts), target 100%, max 115% (up to 175% of target); CEO target 75% salary; CFO/CMO 50% in 2024 | Company performance below threshold; no NEO payouts for 2024 |
| Performance-based RS – adjusted ROCE | 2024 grants vest 30%/30%/40% on filing of 2024/2025/2026 10-Ks if ROCE hits 12%/14%/15% (and service) | 2024 ROCE goal not achieved; the 30% 2024 tranche canceled (e.g., CEO/Davis/Kinder tranches forfeited) |
Additional context: 2022 and 2023 performance-share tranches similarly failed to vest (ROCE targets not met), leading to cancellations across multiple executive grants; no cash bonuses were paid for 2023 either .
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Compensation Committee interlocks | None – no executive officer of TTSH served on another company’s board compensation committee while that company’s executive served on TTSH’s Board |
| Related party transactions | None requiring disclosure since start of 2023 fiscal year; policy requires Audit Committee review >$50k |
Expertise & Qualifications
- Education: B.A., Cornell University; M.B.A., The Wharton School (UPenn) .
- Skills: Marketing leadership (CPG, hospitality, personal care), customer service, product innovation, talent management .
- Board diversity: TTSH Board is 33% women (2 of 6), supporting diverse perspectives on governance and strategy .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (Apr 8, 2025) | 167,206 shares; less than 1% of outstanding |
| Components disclosed | Includes 17,403 unvested restricted shares (granted Jun 18, 2024) and 3,384 shares directly owned by spouse |
| Director ownership guidelines | Directors must own stock worth ≥3× annual retainer by 2/28/2026; until met, must retain ≥50% of net shares from vesting |
| Hedging/pledging policy | Prohibits short sales and company-derivative trading; pledging/margin generally prohibited without CFO pre-approval |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | 99% of votes cast approved NEO compensation |
| 2024 | 99% of votes cast approved NEO compensation |
Compensation Committee Analysis
- Composition: Chair – Deborah K. Glasser; members – Mark J. Bonney, Peter J. Jacullo III; all independent .
- Consultant/benchmarking: Willis Towers Watson engaged to benchmark and inform peer group and incentive practices; retail/distribution peers under $2.5B revenue used (e.g., Boot Barn, Container Store, Haverty Furniture, Build-A-Bear, Global Industrial, LL Flooring, MarineMax, DXP, H&E Equipment Services, Lovesac, Bassett, Weyco, The Dixie Group) .
- Incentive rigor: 2023–2024 outcomes reflect stringent performance hurdles (no annual bonus in 2023–2024; multiple performance-share vesting tranches forfeited when ROCE targets not met) .
Governance Assessment
-
Strengths and alignment
- Independent director with relevant operating expertise; chairs Compensation Committee; serves on Governance Committee .
- Director pay structure allows 100% equity election; Ms. Glasser elected equity (2023–2024), which tightens investor alignment .
- Clear ownership guidelines and anti-hedging/pledging controls strengthen alignment and mitigate risk .
- Strong say-on-pay support (99% in 2023 and 2024), indicating investor endorsement of pay practices overseen by the Committee .
-
Considerations and monitoring points
- Going-dark transaction: TTSH seeks to deregister and delist via a reverse/forward split (cash-out $6.60 for small holders), reducing transparency/liquidity. While an independent Transaction Committee (Bonney, Solheid) led the process and obtained a fairness opinion, directors/executives collectively own ~36.9% and intend to vote FOR, a dynamic investors should monitor for potential perceived conflicts .
- Information access if deregistered: management intends to provide audited annual and quarterly financials to stockholders, but public disclosure would be reduced, affecting governance visibility for public investors .
-
RED FLAGS
- Potential conflict optics from “going dark”: directors and executives beneficially own ~36.9% and intend to vote FOR; transaction reduces reporting and oversight. A fairness opinion and an independent committee process were used, but investor perception risk remains .
- Transparency risk: If deregistration proceeds, reduced public reporting and delisting to OTC Pink may impair monitoring and price discovery .
Related Disclosures and Policies
- Related-party transactions: None requiring disclosure since 2023; Audit Committee oversees and pre-approves per policy threshold of $50,000 .
- Section 16(a) compliance: 2024 filings largely compliant; a large shareholder (Fund 1 Investments) disclosed two late Form 4s; no director-specific delinquencies noted .
- Board structure safeguards: Independent committees; separate Chair/CEO roles; active risk oversight; governance and compensation policies regularly reviewed .
Notes on Upcoming Corporate Action
- Special Meeting (Dec 3, 2025): Stockholders asked to approve reverse/forward split to reduce record holders below 300 and “go dark;” cash-out price $6.60 for holders below minimum share count; Board/Transaction Committee cite ~$2.4M annual cost savings as rationale .
- Implications: Delisting, cessation of SEC reporting, potential trading on OTC Pink (if any market develops), and reduced information flow to investors .