Peter H. Kamin

About Peter H. Kamin

Peter H. Kamin (age 63 as of April 8, 2025) is an independent director and Chairman of the Board at Tile Shop Holdings, Inc., serving since August 2012. He founded 3K Limited Partnership (Managing Partner since 2012) and was a founding member and Managing Partner of ValueAct Capital for 11 years; prior to that he founded Peak Investment L.P. He holds a B.A. in Economics from Tufts University and an M.B.A. from Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Kamin is independent under SEC and Nasdaq rules .
• Board leadership: Independent Chairman separate from CEO; structure chosen to strengthen oversight and independent director participation .
• Attendance and engagement: 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 .
• Committees (as of April 8, 2025):
  • Audit Committee: Member
  • Compensation Committee: Not a member
  • Nominating & Corporate Governance Committee: Chair
  • Independent Transaction Committee: Not listed as a member (two independent non-employee directors composed this committee)

Fixed Compensation

• Director pay structure: Non-employee directors receive an annual fee of $100,000; Chairman receives an additional $75,000; Audit Chair +$40,000; Compensation and Governance Chairs +$15,000; directors may elect 50% or 100% of annual compensation in restricted stock; risk of forfeiture lapses at the next Annual Meeting .
• Kamin elected to receive director compensation fully in restricted stock in June 2023 and June 2024 .

Notes:

• June 2024 grants: Risk of forfeiture lapses on the earlier of the Annual Meeting or June 18, 2025, contingent on continued service .

Performance Compensation

Director compensation is retainer-based and time-based equity; no performance metrics are disclosed for director pay. The restricted stock for directors vests with service and is not tied to TSR/EBITDA or other KPIs .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep investment and board experience: Founding roles at ValueAct; decades leading boards and generating investor returns .
• Governance and financial oversight: Chairs Governance Committee; Audit Committee member .
• Education: B.A. Economics (Tufts), M.B.A. (Harvard Business School) .

Equity Ownership

• Beneficial ownership breakdown includes direct holdings and multiple trusts/foundation/partnership, with unvested restricted shares attributed to beneficial ownership (but subject to vesting) .

Pledging/Hedging:

• Insider Trading Policy prohibits pledging Company securities without prior written approval; short sales and derivatives are prohibited .

Insider Trades

[Insider trades fetched via insider-trades skill output; records show Kamin receiving annual director RS awards and updated post-transaction holdings.]

Governance Assessment

Positive signals:

• Independent Chairman; separation of Chair/CEO promotes oversight .
• Committee leadership: Chairs Governance; member of Audit; Board uses specialized Transaction Committee for insider-sensitive actions per Stipulation .
• Attendance and engagement: Directors attended the 2024 Annual Meeting; each incumbent met at least 75% attendance in 2024 .
• Ownership alignment: Substantial personal ownership with time-based director RS; director stock ownership guidelines require 3x annual retainer; retention requirements until compliance (deadline Feb 28, 2026) .

Risk indicators and RED FLAGS:

• Concentrated insider ownership: Directors/officers collectively ~36.9% (Oct 22, 2025); Kamin ~15.7%—could reduce minority influence and heighten control risk .
• Reverse/forward stock split and deregistration proposal (Nov 2025): Affiliated stockholders (including directors) intend to vote all shares “FOR”; affiliated shares practically not cashed out, benefiting from cost savings; reduced public disclosures and liquidity post-transaction elevate governance risk and information asymmetry .
• Related party transaction oversight relies on Audit Committee policy (>$50k), but the presence of large director stockholders requires persistent vigilance; no related transactions > disclosure threshold reported since 2023—monitoring remains crucial .
• Standstill commitments mitigate further share accumulation by certain directors, but enduring high ownership persists; evaluate compliance and any exceptions granted .

Additional context:

• Say-on-pay approval was strong (2024 proxy noted 99% favorable; 2025 Annual Meeting say-on-pay approved) indicating shareholder support for executive compensation, but does not directly address director governance concerns tied to deregistration actions .

Director Compensation Addendum (Context)

• FY 2024 Director Compensation Table confirms Kamin’s compensation was entirely stock-based ($200,114 grant-date fair value) with no cash fees; RS granted June 18, 2024 (28,752 shares) vesting at the next Annual Meeting .
• FY 2023 Director Compensation Table shows Kamin’s RS-only compensation ($209,599 grant-date fair value) with June 2023 grants (38,248 shares) vesting June 13, 2024 .

Committee Structure Summary

• Audit: Oversees financial reporting, ESG disclosures’ control environment, related person transactions, enterprise risk management; Bonney is “audit committee financial expert” and Chair; Kamin is a member .
• Compensation: Oversees exec compensation and human capital; Glasser is Chair; Kamin is not a member .
• Governance: Oversees Board composition, governance policies, succession planning, ESG policies; Kamin is Chair .
• Independent Transaction Committee: Reviews insider-impacted transactions (e.g., stock splits, deregistration, related party transactions >$500k); composed of two independent non-employee directors; met twice in 2024 .

Related Policies

• Insider Trading Policy: Prohibits short sales, derivatives; pledging/margin accounts require prior CFO approval; pre-clearance required for directors .
• Related Person Transactions Policy: Audit Committee must approve transactions >$50k; sets lower approval threshold than SEC disclosure, emphasizing conservative governance posture; no qualifying transactions since 2023 .

Equity Ownership Table (Detail)

Update Oct 22, 2025:

• Total beneficial shares: 7,017,159; includes 32,063 unvested RS (vesting at next Annual Meeting or Jun 3, 2026) .

Notes on Board Diversity and Structure (Context)

• The Board is 33% female; leadership structure separates Chair and CEO; risk oversight includes cybersecurity with quarterly CIO reports; supports effective governance framework .