Gina Sprenger
About Gina Sprenger
Gina D. Sprenger, age 63, has served as an independent director of Winmark Corporation since January 2021. She previously held senior merchandising and e-commerce leadership roles, including Chief Strategic Retail Officer at Fanatics (Jan 2020–Sep 2022), EVP Merchandising at Bluestem Brands (May 2011–Jul 2016), and multiple roles over 25 years at Target, culminating as SVP Merchandising, bringing deep retail merchandising and e-commerce expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fanatics, Inc. | Chief Strategic Retail Officer | Jan 2020 – Sep 2022 | Led strategic retail initiatives in e-commerce and merchandising |
| Fanatics, Inc. | SVP/General Merchandise Manager | Sep 2016 – Jan 2020 | Senior merchandising leadership across categories |
| Bluestem Brands, Inc. | EVP, Merchandising | May 2011 – Jul 2016 | Executive leadership in merchandising for online retail |
| Target Corporation | SVP, Merchandising (prior roles) | ~25 years (dates not specified) | Senior merchandising leadership; extensive retail operations experience |
External Roles
- The proxy biography does not list other current public company directorships for Sprenger .
Board Governance
- Independence: The board determined Sprenger is independent under NASDAQ rules; all Audit, Compensation, and Nominating committee members are independent .
- Committee assignments: Member, Compensation Committee; Chair, Nominating Committee .
- Lead Independent Director: Percy C. (Tom) Tomlinson, Jr. .
- Meeting cadence and attendance: Board met 4 times in fiscal 2024; Audit Committee met 4 times; Compensation Committee met once; Nominating Committee met once. All directors attended at least 75% of board and committee meetings; all directors attended last year’s annual meeting .
- Hedging policy: Directors and officers are prohibited from hedging (buying/selling puts/calls or similar derivatives) in Winmark securities .
- Term limits: Board adopted independent director term limit guidelines in 2022 (generally no re-election after 15 years, except in extenuating circumstances) .
Fixed Compensation
| Component | Structure | 2024 Actual (Sprenger) | Notes |
|---|---|---|---|
| Annual cash retainer | $42,500 | $48,500 | 2024 retainer level; 2025 retainer increases to $45,000 |
| Board meeting fee | $1,000 per board meeting | Included in $48,500 | Board held 4 meetings in 2024 |
| Compensation/Nominating committee meeting fee | $1,000 per meeting | Included in $48,500 | Each met once in 2024 |
| Audit committee meeting fee | $2,000 per meeting | N/A | Sprenger is not on Audit Committee |
| Lead Director retainer | +$5,000 | N/A | Applies to Lead Director (Tomlinson) |
Performance Compensation
| Award | Grant Date | Shares | Exercise Price | Vesting | Expiration | 2024 Grant Value |
|---|---|---|---|---|---|---|
| Director stock option grant | Jun 2024 | 300 | FMV at grant | 25% per year over 4 years | 10 years | Each director received 300 options in June 2024 |
| Director stock option grant | Dec 9, 2024 | 300 | $400.97 | 25% per year over 4 years | 10 years | Included in $59,286 2024 option value |
| Total 2024 option awards (fair value) | $59,286 |
- Options are granted at fair market value on grant date and time-vest (no performance conditions); all outstanding and unvested director options become immediately exercisable upon a change in control (single-trigger acceleration) .
- Broader plan terms: Equity awards under the 2020 Stock Option Plan vest 25% annually over 4 years and expire 10 years from grant; options are issued at fair market value .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Compensation Committee membership | Amy C. Becker (Chair), Jenele C. Grassle, Gina D. Sprenger |
| Nominating Committee membership | Gina D. Sprenger (Chair), Amy C. Becker, Jenele C. Grassle |
| Compensation Committee interlocks | None |
| Other public company boards | None mentioned for Sprenger in proxy biography |
Expertise & Qualifications
- Retail merchandising, e-commerce leadership, and multi-category assortment management (Fanatics, Target, Bluestem) .
- Governance exposure as committee member and chair (Compensation and Nominating) .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 12,029 | Mar 3, 2025 | Less than 1% of outstanding shares |
| Ownership % of shares outstanding | <1% | Mar 3, 2025 | Outstanding shares: 3,539,954 |
| Options outstanding (director plan) | 14,220 | Dec 28, 2024 | Nonemployee director options held by Sprenger |
| Shares acquirable within 60 days (via options) | 12,029 | Mar 3, 2025 | As noted in footnote (1) for beneficial ownership |
| Hedging/pledging | Hedging prohibited; no pledging disclosed | Policy | Hedging ban for directors/officers; pledge policy not disclosed |
Insider Trades (Form 4)
| Date | Type | Shares | Price | Resulting Direct Holdings | Source |
|---|---|---|---|---|---|
| Dec 9, 2024 | Option award | 300 | $400.97 | 14,220 options reported as of year-end | |
| Jun 1, 2025 | Option award | 280 | $424.82 | Updated options balance | |
| Aug 13, 2025 | Open-market purchase | 250 | $410.77 | 250 direct shares post-purchase |
Governance Assessment
- Independence and committee leadership: Sprenger strengthens board effectiveness as an independent director and as Chair of the Nominating Committee, aligning governance oversight with retail/e-commerce expertise .
- Attendance and engagement: Board and committees met regularly in 2024, with documented attendance thresholds met by all directors; Sprenger’s 2024 cash fees reflect participation across board and committee meetings .
- Ownership alignment: Sprenger’s beneficial ownership is <1%, but director equity is meaningful (14,220 options as of 12/28/24), and her August 2025 open-market purchase of 250 shares is a positive alignment signal .
- Compensation structure: Director pay is balanced between modest cash retainers and time-vested options; no performance metrics apply to director equity grants (time-based vesting). The single-trigger acceleration of director options upon change-in-control is a potential governance concern (accelerated vesting without requiring termination) .
- Conflicts and related-party exposure: No related-party transactions were reported in 2024; hedging is prohibited for directors/officers, which supports alignment with shareholders .
- Shareholder signals: Strong Say-on-Pay support (95% in 2024) and active investor engagement indicate broader governance credibility, indirectly supportive of board oversight quality .
RED FLAGS: Single-trigger option acceleration on change-in-control for directors (accelerated vesting without double-trigger) . No explicit director stock ownership guidelines disclosed; beneficial ownership is <1% as of the record date .