Peter J. Jacullo III
About Peter J. Jacullo III
Independent director of Tile Shop Holdings since August 2012; age 70 as of April 8, 2025. Background: self‑employed investor and consultant since 1987; previously Vice President and Director at Boston Consulting Group (1984–1987) and earlier roles at BCG (1978–1984). Education: B.A. in Economics (Johns Hopkins) and M.B.A. (University of Chicago) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tile Shop Holdings, Inc. | Director (Class I) | Aug 2012–present | Audit and Compensation Committee member |
| The Tile Shop, LLC | Board of Managers | Dec 2007–Aug 2012 | Governance continuity pre‑IPO/SPAC era |
| Boston Consulting Group | Vice President & Director | May 1984–Jul 1987 | Strategy/operations leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various privately held companies | Director | Ongoing | Not disclosed publicly |
Board Governance
- Independence: Board determined Jacullo is independent under SEC/Nasdaq rules .
- Committees: Audit and Compensation Committee member (not a chair) .
- Attendance and engagement: Board met 11 times in 2024; each incumbent director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Years of service: Director since 2012; re‑nominated as a Class I director for a term through 2028 .
- Special governance structures: Independent Transaction Committee (Bonney chair, Solheid member) reviews “going dark” and related transactions; Jacullo is not a member .
- Insider trading/pledging: Company policy prohibits short sales and derivatives; pledging/margin requires prior CFO approval and pre‑clearance for designated insiders .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer | $100,000 | Directors may elect 50% or 100% paid in restricted stock; cash paid quarterly if elected . |
| Committee chair fees (if applicable) | $0 | Not a chair of any committee . |
| 2024 director compensation received | $105,326 (stock awards) | Elected to receive compensation fully in restricted stock in June 2024; no cash . |
Performance Compensation (Director)
Directors do not receive performance‑based pay; equity is time‑based restricted stock with service‑based vesting only .
| Grant Date | Instrument | Shares | Grant Date Fair Value | Vesting/Status |
|---|---|---|---|---|
| Jun 18, 2024 | Restricted stock | 15,133 | $105,326 | Risk of forfeiture lapses on Jun 3, 2025 (earlier of annual meeting or Jun 18, 2025), subject to continued service . |
| Jun 13, 2023 (prior cycle) | Restricted stock | 20,131 | Not disclosed in 2025 table | Risk of forfeiture lapsed Jun 13, 2024 for prior grant; 2023 cycle election was 100% stock . |
Other Directorships & Interlocks
- Public company boards: None disclosed; current boards are privately held companies .
- Interlocks/ownership concentration: Board includes Chairman Peter H. Kamin (15.6% ownership) and major outside holders (Fund 1 Investments 28.5%); combined directors/executives as a group held 36.7% as of April 8, 2025 . Independent Transaction Committee structure seeks to mitigate conflicts on recapitalization/deregistration matters .
Expertise & Qualifications
- Economics/finance training (JHU; University of Chicago MBA) and decades as an investor/consultant support capital allocation and oversight .
- Prior BCG leadership adds strategy and operational rigor; long tenure provides institutional knowledge at TTSH .
Equity Ownership
| Date | Total Beneficial Ownership | % of Outstanding | Breakdown |
|---|---|---|---|
| Apr 8, 2025 | 8,427,832 shares | 18.8% (out of 44,729,924 shares) | JWTS, Inc.: 3,191,180 (sole voting/dispositive); Jacullo Children’s 1993 Trust: 4,706,489 (shared voting/dispositive; disclaimed except pecuniary interest); Direct: 530,163, including 15,133 unvested restricted stock vesting Jun 3, 2025 . |
| Oct 22, 2025 | 8,444,707 shares | 18.9% (out of 44,715,001 shares) | JWTS and the Jacullo Trust holdings referenced; direct holdings include 547,038 shares (including 16,875 unvested restricted stock vesting by next annual meeting or Jun 3, 2026) . |
- Pledging/hedging: No pledging disclosed; company policy restricts pledging/margin and prohibits derivatives/short sales absent approvals .
- Ownership guidelines: Non‑employee directors must own ≥3x annual retainer; compliance deadline Feb 28, 2026 (or five years from election). Jacullo’s holdings far exceed guideline .
Governance Assessment
- Alignment signals: Electing 100% equity for director pay and holding an 18–19% stake strongly aligns incentives with long‑term value creation .
- Independence/engagement: Formally independent; active committee roles; attendance thresholds met .
- Potential conflicts/RED FLAGS:
- Ownership concentration: Directors/executives owned ~36–37% as of 2025; insider control can shape outcomes (e.g., going dark, reverse/forward split) and insiders indicated they will vote all shares “FOR” the transaction .
- “Going dark” transaction: Post‑transaction, SEC reporting ceases; reduced transparency; delisting to OTC Pink potential; insiders (as continuing stockholders) retain positions while small holders are cashed out at $6.60. Independent Transaction Committee (Bonney/Solheid) obtained a fairness opinion; Jacullo is not on that committee, which mitigates, but the concentrated insider vote remains a confidence risk for public minority holders .
- Information access: After deregistration, continuing stockholders will have significantly less public information; this reduces external oversight and may pressure valuation/liquidity .
- Related‑party exposure: Company states no material related party transactions since 2023 under its lower $50k threshold policy; Audit Committee reviews any such items; no family relationships disclosed among directors/officers .
- Say‑on‑pay context: 2024 say‑on‑pay approval at 99% indicates shareholder support for executive pay design; not directly about directors but signals board’s compensation oversight credibility .
Overall: Jacullo’s independence, tenure, and significant ownership provide strong economic alignment and governance continuity. The “going dark” decision—led by an independent committee but backed by concentrated insider votes—introduces disclosure/oversight risks for minority investors and is the primary governance confidence headwind to monitor .