Lawrence Barbetta
About Lawrence A. Barbetta
Independent director of Winmark Corporation since April 2012; age 62. Founder and former CEO/President of nQuire Software (1997–2001), senior executive at Siebel Systems (SVP/GM, 2001–2006), and currently Chairman & CEO of eLab Analytics, bringing entrepreneurial and enterprise software leadership to Winmark’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eLab Analytics | Chairman & CEO | Current | Cloud-based industry BI; technology leadership relevant to retail franchising |
| Siebel Systems | SVP & GM | 2001–2006 | Senior P&L responsibility at public software company |
| nQuire Software | Founder, CEO & President | 1997–2001 | Founded and led BI software firm acquired by Siebel; high-growth experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| eLab Analytics | Chairman & CEO | Current | Private company; cloud analytics |
| Other public company boards | — | — | No other public company directorships disclosed in Winmark’s proxy nominee profile |
Board Governance
- Independence: Determined independent by the Board under NASDAQ rules .
- Committee assignments: Audit Committee member; Audit Chair is Percy C. Tomlinson; Audit Committee held 4 meetings in fiscal 2024 .
- Attendance: Board held 4 meetings in fiscal 2024; all directors attended at least 75% of Board and committee meetings they served on; all directors attended last year’s annual meeting .
- Board leadership: CEO serves as Chair; Lead Director role in place (held by Percy C. Tomlinson) to strengthen independent oversight .
- Risk oversight: Audit Committee primarily oversees risk management .
- Hedging policy: Directors and officers are prohibited from hedging Winmark securities (no puts/calls/derivatives) .
Fixed Compensation
| Component | FY 2024 Amount | FY 2025 Change | Notes |
|---|---|---|---|
| Annual cash retainer (nonemployee director) | $42,500 | $45,000 | Paid to all nonemployee directors |
| Lead Director additional retainer | $5,000 | $5,000 | Not applicable to Barbetta |
| Board/Comp/Nom Committee meeting fee | $1,000 per meeting | $1,000 per meeting | Standard meeting fees |
| Audit Committee meeting fee | $2,000 per meeting | $2,000 per meeting | Higher due to oversight demands |
| Barbetta – Fees earned in cash (FY 2024) | $54,500 | — | Reflects retainer and meetings attended |
Performance Compensation
| Equity Vehicle | Grant Date | Shares Granted | Vesting | Fair Value (FY 2024) | Notes |
|---|---|---|---|---|---|
| Stock options (nonemployee director program) | June 2024 | 300 | 25% per year over 4 years | Included in total below | Strike price at fair market value; not separately disclosed for directors |
| Stock options (nonemployee director program) | December 2024 | 300 | 25% per year over 4 years | Included in total below | 10-year expiry |
| Barbetta – Option awards (FY 2024 aggregate grant-date fair value) | — | — | — | $59,286 | Options accelerate upon change in control |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed for Barbetta in the proxy nominee biography |
| Committee interlocks | Compensation Committee reported no interlocks |
Expertise & Qualifications
- Entrepreneurial and technology domain expertise from founding nQuire and senior role at Siebel; relevant to digital and analytics oversight for a retail franchisor .
- Financial oversight experience via Audit Committee membership; Audit Committee designated Tomlinson as financial expert, with Barbetta as member .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 6,581 shares | “Less than 1%” of outstanding shares |
| Options exercisable within 60 days (included above) | 5,080 shares | Section 16(a) compliance confirmed for 2024 |
| Total director options outstanding (Barbetta) | 7,271 shares | Under Nonemployee Director Stock Option Plan |
| Hedging status | Hedging prohibited for directors | |
| Pledging | No pledging disclosure in proxy; hedging prohibition noted |
Governance Assessment
- Alignment and incentives: Director pay balanced between cash ($54,500) and equity ($59,286), with multi-year vesting and change-in-control acceleration typical for director options; equity grants support alignment but are not performance-conditioned (no PSUs/RSUs) .
- Independence and engagement: Independent status, Audit Committee membership, and ≥75% meeting attendance underpin board effectiveness; presence of Lead Director strengthens independent oversight .
- Conflicts and related parties: No related-party transactions reported in fiscal 2024; Compensation Committee reported no interlocks .
- Risk controls: Prohibition on hedging, active Audit Committee oversight of risk, and clear meeting/fee structure support governance quality .
- Shareholder sentiment: Company-level say-on-pay approval was 95% in 2024 following proactive engagement, reflecting broader governance confidence; while focused on NEOs, it signals a constructive governance environment .
RED FLAGS
- None observed related to Barbetta: no related-party transactions, independent status affirmed, and compliance with Section 16 filings noted for 2024 .