Keith Credendino
About Keith Credendino
Keith Credendino was elected to Winmark Corporation’s Board on August 7, 2025; he was simultaneously named to the Audit Committee. He is currently Chief Information and Technology Officer at Macy’s, Inc., and brings 25+ years of executive and technology leadership experience across retail and franchise-driven organizations, including prior technology leadership roles at Inspire Brands, The Home Depot, InterContinental Hotels Group, and Cox Enterprises. Tenure on WINA’s board began August 7, 2025; age and education were not disclosed in company filings or the press release.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inspire Brands | SVP, Digital Technology & Enterprise Data | Not disclosed | Retail/franchise technology leadership background cited in WINA appointment release |
| The Home Depot | Technology executive | Not disclosed | Enterprise technology leadership background |
| InterContinental Hotels Group (IHG) | Technology executive | Not disclosed | Enterprise technology leadership background |
| Cox Enterprises | Technology executive | Not disclosed | Enterprise technology leadership background |
External Roles
| Organization | Role | Tenure | Public Company Board? |
|---|---|---|---|
| Macy’s, Inc. (NYSE: M) | Chief Information and Technology Officer | Current | None disclosed |
Board Governance
- Appointment: Elected August 7, 2025; Board size increased from seven to eight at appointment .
- Committee: Named to the Audit Committee upon election .
- Board leadership: CEO also serves as Chair; independent Lead Director presides over meetings of independent directors (Lead Director: Percy C. Tomlinson Jr.) .
- Audit Committee independence standard: Company states committee members are independent under NASDAQ rules (2024 composition; Credendino added in 2025) .
- Board attendance baseline: In fiscal 2024, the Board held 4 meetings; all directors attended at least 75% of meetings (Credendino joined after fiscal 2024) .
- Hedging policy: Directors and officers are prohibited from hedging Winmark securities .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (nonemployee directors, FY 2024) | $42,500 | Standard director retainer |
| Annual cash retainer (nonemployee directors, FY 2025) | $45,000 | Increase effective for 2025 |
| Board/Comp/Nominating meeting fee | $1,000 per meeting | Applies to Board, Compensation, Nominating |
| Audit Committee meeting fee | $2,000 per meeting | Higher fee reflects enhanced oversight |
| Lead Director additional retainer | $5,000 | Lead Director only |
Specific cash amounts paid to Credendino for 2025 were not disclosed; he is eligible for nonemployee director cash compensation upon appointment .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Strike Price | Expiration | Vesting Schedule | Fair Value | Notes |
|---|---|---|---|---|---|---|---|
| Stock Options (2020 Plan) | 08/07/2025 | 3,000 | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Granted upon board election; plan-level director options in 2024 vested 25% per year for 4 years and became immediately exercisable upon change in control, but Credendino’s specific vesting terms were not disclosed |
For context, in June and December 2024 each nonemployee director received options for 300 shares per grant; those options vest 25% annually over four years and expire in 10 years; they accelerate upon change in control .
Other Directorships & Interlocks
| Company | Public Board Seat | Committee Roles | Potential Interlocks |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed; no related-party transactions reported in FY 2024 |
Expertise & Qualifications
- Technology leadership across retail and franchise ecosystems; CIO-level experience at Macy’s .
- Prior roles spanning large-scale enterprise technology at Inspire Brands, Home Depot, IHG, Cox Enterprises .
- Appointed to Audit Committee, signaling expected comfort with financial oversight and controls in a consumer retail/franchise context .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial shares owned at initial filing | 0 | Form 3 filed 08/25/2025 indicates “No securities are beneficially owned.” |
| Options held (granted at appointment) | 3,000 options under 2020 Plan | Granted in connection with Board election |
| Shares outstanding (record date used for 2025 proxy) | 3,539,954 | For ownership percentage context |
| Ownership as % of outstanding | 0.0% (0 / 3,539,954) | Calculated from disclosed figures |
| Pledged shares | None disclosed | No pledging disclosure; related-party transactions none in FY 2024 |
| Hedging policy | Hedging prohibited for directors/officers | Company policy |
Insider Trades
| Filing Date | Form Type | Event Date | Description | Holdings Outcome |
|---|---|---|---|---|
| 08/25/2025 | Form 3 | 08/07/2025 | Initial Statement of Beneficial Ownership after election | “No securities are beneficially owned.” |
Governance Assessment
-
Positives:
- Audit Committee appointment enhances financial oversight; Audit Committee tasked with risk oversight and quarterly engagement with the CFO .
- Deep technology expertise aligned with Winmark’s franchise and ecommerce initiatives; Board cites value to enhancing technology offerings for franchisees .
- Strong board governance baselines: independent Lead Director, majority-independent board, formal hedging prohibitions .
-
Watch items / potential red flags:
- Initial Form 3 reported no beneficial ownership; equity alignment will be driven by option grant and subsequent accumulation rather than pre-existing share ownership .
- Independence status for Credendino not explicitly stated in filings; Audit Committee membership typically requires independence under NASDAQ rules, but formal confirmation expected in the next proxy .
- Board chair and CEO roles combined; reliance on Lead Director governance practices remains important for independent oversight .
-
Related-party exposure:
- No reportable related-party transactions in FY 2024; none referenced at appointment .
-
Shareholder sentiment:
- Say-on-Pay support increased materially over recent years (65.9% in 2022, 80.2% in 2023, 95.0% in 2024), and management engaged directly with holders representing ~71% of outstanding shares in 2024, with no negative feedback reported; these signal favorable governance and pay alignment at the company level .
Say-on-Pay History
| Year | Approval (%) |
|---|---|
| 2022 | 65.9% |
| 2023 | 80.2% |
| 2024 | 95.0% |
Board Governance Details (Context for Oversight)
| Item | FY 2024 Detail |
|---|---|
| Board meetings held | 4 |
| Minimum attendance threshold achieved | All directors ≥75% |
| Lead Director | Percy C. Tomlinson Jr. |
| Audit Committee (2024 composition) | Tomlinson (Chair), Barbetta, Smith; independent directors |
| Hedging policy | Directors/officers prohibited from hedging |
Notes on Compensation Structure and Committee Practices (Context)
- Nonemployee director compensation includes cash retainers, meeting fees, and stock options; 2025 cash retainer increased to $45,000; director options historically 300 shares per grant in June and December with 4-year vesting and 10-year term; accelerate upon change in control .
- Compensation Committee discloses use of simple, performance-aligned structures for executives and does not regularly employ outside compensation consultants; director compensation decisions are made by the Compensation Committee .
Related Disclosures
- Board increased authorized directors from seven to eight and elected Credendino on 08/07/2025; press release provides background and committee assignment .
- Outstanding shares at proxy record date: 3,539,954 .
- No delinquent Section 16(a) reports for 2024; Credendino Form 3 filed timely in 2025 .