Linda Solheid
About Linda Solheid
Independent director since July 2020; age 65 as of April 8, 2025. Former Chief Information Officer at Room & Board with deep IT, cybersecurity, and multi-channel retail systems expertise; B.A. Sociology (University of Minnesota) and M.S. in Software Design & Development (University of St. Thomas). Serves on Audit, Nominating & Corporate Governance, and Independent Transaction Committees; affirmatively determined independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Room & Board (private retailer) | Chief Information Officer | Jan 2016–Dec 2019 | Created unified multi-channel customer experience; led data security/cyber risk teams |
| Room & Board | Director of Technology | Jul 2007–Dec 2015 | Led enterprise retail systems |
| G&K Services (acquired by Cintas) | Director, Enterprise Business Applications | Apr 2005–Jul 2007 | Enterprise applications leadership |
| H.B. Fuller | Director, Global Business Applications | Dec 2003–Apr 2005 | Global IT applications leadership |
| CenterPoint Energy | Director, Information Technology | Aug 2001–Dec 2003 | IT leadership in utilities |
| CIGNA Behavioral Health | CIO; Director of Business Systems; other roles | Apr 1991–Aug 2001 | Enterprise systems leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| None disclosed (public company boards) | — | — |
| Education | B.A. Sociology (UMN); M.S. Software Design & Development (UST) | — |
Board Governance
- Committee memberships: Audit (member), Nominating & Corporate Governance (member), Independent Transaction Committee (member) .
- Independence: Board determined Solheid independent under SEC/Nasdaq standards .
- Attendance: Board met 11 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Chair is separate from CEO; Audit Committee oversees ESG disclosures and cybersecurity controls; Board/Audit receive quarterly CIO cybersecurity reports—a fit with Solheid’s CIO background .
- Transaction Committee: In 2025 recommended the “going-dark” reverse/forward split and cash-out; members (including Solheid) received an additional $10,000 quarterly fee; GCP provided a fairness opinion on the $6.60 cash-out price .
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Annual Director Retainer (cash) | $100,000 |
| Committee chair fees applicable? | Not applicable to Solheid (not a chair) |
| Equity election (2024) | 15,133 restricted shares; grant-date fair value $105,326; risk of forfeiture lapses on June 3, 2025 (earlier of Annual Meeting or June 18, 2025) |
| Equity election (2023 reference) | 20,131 restricted shares; forfeiture risk lapsed June 13, 2024 |
Solheid elected to take director compensation fully in restricted stock in 2023 and 2024, increasing alignment with shareholders .
Performance Compensation
Directors receive time-based restricted stock; no director performance metrics are disclosed. Key executive performance metrics overseen by Compensation Committee (for pay-for-performance governance context):
| Metric | 2024 Design | 2025 Design |
|---|---|---|
| Annual Cash Incentive – Further Adjusted EBITDA | Payout scale: 90% (0%), 95% (50%), 100% (100%), 105% (125%), 110% (150%), 115% (175%). No payout as threshold not met . | Partial payout begins at 95%; max 175% at 115% of target . |
| Equity – Performance RS (Adjusted ROCE targets) | Tranches: 12% (2024), 14% (2025), 15% (2026). 2024 tranche did not vest; forfeitures occurred . | Tranches: 10% (2025), 12% (2026), 14% (2027) . |
Other Directorships & Interlocks
- Other public company directorships: none disclosed for Solheid .
- Compensation Committee interlocks: Committee members (Jacullo, Bonney, Glasser) had no interlocks or insider participation; Solheid is not on the Compensation Committee .
Expertise & Qualifications
- IT/cybersecurity, enterprise systems, and multi-channel retail operations—explicitly cited in director biography (includes oversight of tech risk and mitigation strategies) .
- Audit Committee mandates cover ESG disclosures, internal controls, risk oversight, and related-person transactions review—areas aligned with Solheid’s technical background .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (Apr 8, 2025) | 102,508 shares |
| Unvested restricted stock (vesting June 3, 2025) | 15,133 shares |
| Shares outstanding (Apr 8, 2025) | 44,729,924 |
| Ownership % of outstanding | ~0.23% (102,508 / 44,729,924) |
| Director stock ownership guideline | ≥3× annual retainer; compliance by Feb 28, 2026; retain ≥50% of shares until compliant |
| Pledging policy | Pledging/margin accounts prohibited absent CFO pre‑approval; insider trading/10b5‑1 preclearance required |
At the Dec 31, 2024 price of $6.93, Solheid’s 102,508 shares equate to ~$709k, appearing to exceed the 3× retainer ($300k) guideline as of that date .
Governance Assessment
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Strengths:
- Independence and multi‑committee engagement (Audit, Governance, Transaction) .
- Strong alignment via full equity elections (restricted stock) in 2023–2024 .
- Relevant CIO/technology risk background complements Audit Committee’s cybersecurity oversight .
- Related-person transaction policy with Audit Committee approval threshold at $50,000; no related-person transactions disclosed beyond thresholds .
- Attendance and engagement standards met (≥75% attendance; full attendance at 2024 Annual Meeting) .
- Shareholder support context: 99% say‑on‑pay approval in 2024 (signals broad support for compensation governance) .
-
Watch items and potential conflicts:
- “Going dark” transaction: directors/executives beneficially own ~36.9% and intend to vote for the reverse/forward split; transparency will decline post‑deregistration (OTC Pink risk), which may impact investor confidence .
- Transaction Committee additional fee ($10,000 quarterly) for members, including Solheid; while independent, fees and insider voting power warrant scrutiny on process fairness; GCP’s fairness opinion supports the $6.60 price .
- Post‑transaction reporting: Board states intention to provide audited annual and quarterly unaudited financials, but information access will be materially reduced vs. SEC reporting .
-
Insider trading/Section 16(a):
- No delinquent Section 16 filings noted for Solheid; the only delinquent filings disclosed were by Fund 1 Investments (a shareholder) in 2024 .
-
Policies:
- Clawback policy (SEC/Nasdaq-compliant) adopted in Feb 2023 for incentive-based compensation—good governance signal .
Overall, Solheid’s independence, committee load, and cybersecurity/IT expertise support board effectiveness. Equity-heavy director pay and observed ownership suggest alignment. The principal investor-confidence risk is TTSH’s planned deregistration/delisting; Solheid’s role on the independent Transaction Committee and the presence of a third‑party fairness opinion mitigate, but do not eliminate, perceived conflict concerns .