Joseph Kinder
About Joseph Kinder
Joseph Kinder, age 59, is Senior Vice President, Chief Merchant Officer at Tile Shop Holdings (TTSH) since February 25, 2025, after leading Supply Chain & Distribution (2020–Feb 2025) and earlier roles in Purchasing, Operations, and store leadership since 1993; he holds a B.A. in Business from the University of St. Thomas . Company performance context: Adjusted EBITDA was $22.6m in 2024, $38.8m in 2023, and $49.6m in 2022; GAAP net income was $2.3m (2024), $10.1m (2023), and $15.7m (2022) . The company’s TSR index (base $100 at 12/31/2019) stood at 446.57 in 2024 and 474.28 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tile Shop Holdings, Inc. | SVP, Chief Merchant Officer | Feb 2025–present | Leads merchandising strategy; shifted from supply chain leadership; drives product selection and margin . |
| Tile Shop Holdings, Inc. | SVP, Supply Chain & Distribution | Jul 2020–Feb 2025 | Ran end-to-end supply chain and distribution; cost and service optimization . |
| Tile Shop Holdings, Inc. | VP, Purchasing & Chief Supply Chain Officer | Oct 2017–Jul 2020 | Procurement leadership; inventory and vendor management . |
| Tile Shop Holdings, Inc. | SVP – Operations | Jun 2012–Jul 2017 | Store operations; execution across retail footprint . |
| The Tile Shop, LLC | Supply Chain Manager | Aug 1995–Jun 2012 | Built supply chain capabilities as company scaled . |
| The Tile Shop, LLC | Assistant Store Manager; Sales | Mar 1994–Aug 1995; Mar 1993–Mar 1994 | Store-level sales/management foundation . |
External Roles
No external public-company board roles are listed for Kinder in the 2025 proxy’s executive officer section .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 270,000 | 40% (cash incentive target for 2024; 2023 target not disclosed) | 0 (no non-equity incentive reported for 2023) . |
| 2024 | 278,100 | 40% (increased to 50% upon CFO’s promotion; Kinder remained at 40% for 2024) | 0 (EBITDA below threshold) . |
| 2025 | 350,000 | 50% (cash incentive target) | Not yet determined (plan tied to further Adjusted EBITDA) . |
Performance Compensation
Annual Cash Incentive Structure
| Year | Metric | Weighting | Target/Scale | Actual | Payout |
|---|---|---|---|---|---|
| 2024 | Further Adjusted EBITDA | 100% | 90% threshold (50% payout), 100% target (100%), up to 115% (175%) | Below threshold | 0 . |
| 2025 | Further Adjusted EBITDA | 100% | 95% threshold (partial payout), 100% (100%), up to 115% (175%) | Not disclosed (in-year) | TBD . |
Equity Incentives (PSUs/Performance RS) – Metrics, Targets, Vesting
| Grant Year | Award Type | Metric | Weighting | Targets | Vesting & Outcome |
|---|---|---|---|---|---|
| 2022 | Performance RS | Pretax ROCE | 2/3 of equity (performance) | 18% (2022), 20% (2023), 21% (2024) | 3 tranches (30%/30%/40%); all three tranches failed to vest (2022, 2023, 2024) and were cancelled for Kinder (4,623 for first two, 6,165 for 2024 tranche) . |
| 2023 | Performance RS | Adjusted ROCE | 2/3 of equity (performance) | 15% (2023), 20% (2024), 20% (2025) | 3 tranches; first (30%) and second (30%) cancelled for Kinder; 40% tranche remains outstanding at target, subject to 2025 target . |
| 2024 | Performance RS | Adjusted ROCE | 2/3 of equity (performance) | 12% (2024), 14% (2025), 15% (2026) | 3 tranches; 30% 2024 tranche cancelled; 70% remains subject to 2025–2026 targets . |
| 2025 | Performance RS | Adjusted ROCE | 2/3 of equity (performance) | 10% (2025), 12% (2026), 14% (2027) | 3 tranches; performance period 2025–2027 with standard 30/30/40 vest schedule . |
2024 actual pretax ROCE was 2.9%, below the 12% threshold; adjusted EBITDA was $22.6m (context for cash plan and PS outcomes) .
Equity Grant Details and Vesting Schedules (Kinder)
| Grant Date | Time-Based RS (shares) | Vesting | Performance RS (shares) | Vesting & Notes |
|---|---|---|---|---|
| Mar 7, 2022 | 7,706 | 3 equal annual installments | 15,411 | 30%/30%/40% tied to 18%/20%/21% ROCE; all tranches cancelled for Kinder (first two in 2023/2024; third in Feb 2025) . |
| Mar 6, 2023 | 9,260 | 3 equal annual installments | 18,519 | 30%/30%/40% tied to 15%/20%/20% adjusted ROCE; 2023 and 2024 tranches cancelled; 40% remains . |
| Mar 4, 2024 | 7,562 | 3 equal annual installments beginning Mar 4, 2025 | 15,125 | 30%/30%/40% tied to 12%/14%/15% adjusted ROCE; 2024 tranche cancelled; 70% remains . |
| Mar 2025 | 9,028 | 3 equal annual installments | 18,055 | 30%/30%/40% tied to 10%/12%/14% adjusted ROCE . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 184,341 shares; includes 53,204 unvested restricted shares and 76,900 options currently exercisable or within 60 days; plus 600 shares held by spouse; less than 1% of outstanding . |
| Options (legacy) | 26,900 options @ $8.50 (11/6/2017 exp 11/6/2027); 50,000 options @ $8.80 (7/20/2018 exp 7/20/2028) . |
| Vested vs. unvested | As of 12/31/2024: time-based RS outstanding (6,173 from 2023; 7,562 from 2024); performance RS outstanding (7,407 from 2023; 10,587 from 2024) at target where remaining; cancelled tranches noted above . |
| Ownership guidelines | Executives must hold shares equal to 1.5× base salary (3× for CEO); time-based RS counts; performance RS does not; compliance deadline 2/28/2026 (or within 5 years of appointment) . |
| Pledging/hedging | Insider Trading Policy prohibits short sales, derivatives, and pledging/margin unless CFO pre-approval; pre-clearance required for officers . No pledging by Kinder is disclosed . |
Employment Terms
- Current agreement: Employment agreement (effective Feb 25, 2025) sets salary $350,000, target bonus 50%, target annual equity $200,000; transition to non-officer Purchasing Advisor from Jan 1, 2027–Dec 31, 2028 at $75,000 .
- Change-of-control: Accelerated vesting of unvested restricted stock if not offered employment by successor or if terminated without severance cause/constructively terminated within 1 year post-CoC; cash severance equal to 6 months’ base salary if termination due to CoC without severance cause or good reason, subject to release .
- Severance (non-CoC): For CEO/CFO (and previously Kinder’s 2020 letter limited to CoC), standard severance is 6 months’ base salary plus 6× company’s health premium contribution for terminations without cause or resignations for good reason; Kinder’s severance applies only in CoC case per his agreement .
- Non-compete/non-solicit: Not to compete or solicit during employment and for 1 year thereafter .
- Clawback: SEC/Nasdaq-compliant policy adopted Feb 2023 applies to incentive-based comp for 3 fiscal years prior to a restatement; includes metrics such as stock price, TSR, revenue, EBITDA, ROCE .
Compensation Structure Notes
- Year-over-year equity outcomes reflect strong pay-for-performance: 2022–2024 PSU tranches repeatedly failed vesting due to ROCE shortfalls; 2024 cash plan paid zero due to EBITDA below threshold .
- Peer group and advisor: Willis Towers Watson engaged for benchmarking; 2024 peer group included retail and distribution names (e.g., Boot Barn, The Container Store, DXP, Haverty, etc.) . 2024 say-on-pay passed with 99% approval .
Risk Indicators & Trading Context
- Company “going dark”: Board approved reverse/forward split to reduce record holders below 300, deregister under Exchange Act, and delist from Nasdaq; cash-out price $6.60 for holders under the minimum; post-transaction trading may occur privately or on OTC Pink; executives/directors will no longer file Section 16; options remain unaffected .
- Liquidity and information: Expect significantly less public disclosure; audited annual and unaudited quarterly statements to be made available to stockholders, but reduced transparency may increase execution risk for investors .
Investment Implications
- Alignment and retention: Kinder’s sizeable unvested time-based RS and remaining PSU tranches (2023–2025 cycles) provide retention hooks through 2027; PSU outcomes hinge on ROCE recovery; repeated cancellations signal disciplined metrics rather than lenient targets .
- Incentive levers: 2025 cash plan and PSUs tie payouts to further Adjusted EBITDA and adjusted ROCE; 2024 ROCE at 2.9% vs 12% target highlights execution lift needed; equity acceleration under CoC is double-trigger-like, mitigating windfalls absent termination .
- Trading dynamics: Planned deregistration/delisting reduces liquidity, removes Section 16 reporting, and may dampen or obscure insider selling signals; options unaffected, but limited markets could constrain monetization of equity—monitor company communications and any OTC quotations post-transaction .
- Governance sentiment: 99% say-on-pay approval in 2024 and use of independent comp consultant/peer benchmarking indicate shareholder acceptance of pay design; clawback and ownership guidelines enhance alignment; pledging restricted by policy .