Percy Tomlinson
About Percy C. (Tom) Tomlinson, Jr.
Age 62; appointed to Winmark’s Board in December 2021 and currently serves as Lead Director. Background includes Operating Partner at Blue Wolf Capital Partners, former CEO and Board Member of Alliance HealthCare Services (Oct 2013–Aug 2018), and current Executive Chairman of Civco Radiotherapy and Board Member of United Skin Specialists. Designated as the Board’s audit committee financial expert and serves as Audit Committee Chair; independence affirmed under NASDAQ rules. Education not disclosed in the proxy biography.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliance HealthCare Services | Chief Executive Officer and Board Member | Oct 2013 – Aug 2018 | Led a “leading national provider of outsourced healthcare services”; brings executive and financial management, capital markets, and corporate governance experience. |
| Winmark Corporation | Lead Director (non-executive) | Dec 2021 – Present | Leads independent directors; governance and financial matters resource to the Board. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Wolf Capital Partners | Operating Partner | Current | New York-based middle market private equity investor. |
| Civco Radiotherapy | Executive Chairman of the Board | Current | Current leadership role disclosed. |
| United Skin Specialists | Director | Current | Current board role disclosed. |
Board Governance
- Independence: Board determined Tomlinson and all non-executive nominees are independent under NASDAQ rules.
- Leadership: Serves as Lead Director; presides over meetings of independent directors and aids governance and financial oversight.
- Audit Committee: Chair; designated SEC “audit committee financial expert.” Committee members are Tomlinson (Chair), Lawrence A. Barbetta, and Philip I. Smith; held four meetings in fiscal 2024.
- Other Committees: Compensation Committee (Becker Chair; Grassle, Sprenger; one meeting in 2024) and Nominating Committee (Sprenger Chair; Becker, Grassle; one meeting in 2024) are fully independent.
- Attendance: Board held four meetings in fiscal 2024; all directors attended at least 75% of Board and committee meetings and attended last year’s Annual Meeting.
- Hedging policy: Directors and officers are prohibited from purchasing puts/calls or engaging in hedging or similar derivative transactions in Winmark securities.
Fixed Compensation
- Director cash structure (2024): Annual cash retainer $42,500; Board/Comp/Nominating meeting fee $1,000; Audit Committee meeting fee $2,000; Lead Director additional retainer $5,000. For 2025, annual cash retainer will increase to $45,000.
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $59,500 |
| Option Awards (grant-date fair value) | $59,286 |
| Total | $118,786 |
- Mix: Cash and equity grant values are approximately balanced in 2024.
Performance Compensation
- Equity grant cadence: Each nonemployee director received stock options of 300 shares in June 2024 and 300 shares in December 2024; options vest 25% per year over four years and expire 10 years from grant; all unvested options accelerate upon a change in control.
| 2024 Director Equity Grants | Grant Date | Options (#) | Vesting | Term | Change-in-Control |
|---|---|---|---|---|---|
| Nonemployee Director Grant 1 | June 2024 | 300 | 25% annually over 4 years | 10 years | Accelerates |
| Nonemployee Director Grant 2 | December 2024 | 300 | 25% annually over 4 years | 10 years | Accelerates |
No performance metrics (e.g., revenue/EBITDA/TSR) are tied to director equity awards; awards are time-vested stock options under the 2020 Stock Option Plan.
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond Winmark. Biography lists Blue Wolf Capital Partners (PE), Civco Radiotherapy (Executive Chairman), and United Skin Specialists (Director).
- Compensation Committee Interlocks: None.
- Related party transactions: None reportable in fiscal 2024.
Expertise & Qualifications
- Audit committee financial expert under SEC rules; extensive experience in executive and financial management, capital markets, and corporate governance in public and private companies.
- Lead Director role enhances oversight with respect to governance and financial matters, complementing combined CEO/Chair structure.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (common shares) | 6,355 shares; <1% of outstanding |
| Shares exercisable within 60 days (options) | 6,155 shares |
| Director stock options outstanding (total) | 9,720 shares (as of Dec 28, 2024) |
| Shares outstanding (record date context) | 3,539,954 shares (as of Mar 3, 2025) |
- Hedging prohibitions apply to directors; pledging not addressed in the proxy.
Governance Assessment
- Strengths: Independent Lead Director; Audit Chair with SEC financial expert designation; full attendance compliance; clear hedging prohibitions for directors; no related-party transactions disclosed; majority-independent Board and fully independent key committees. These factors support board effectiveness and investor confidence.
- Compensation alignment: Director pay is modest and balanced between cash and time-vested options; no meeting fees inflation beyond standard retainer/fees; 2025 retainer increase is small in absolute dollars.
- Potential conflicts: External roles at Blue Wolf Capital Partners and private healthcare companies could present theoretical conflicts if transactions with Winmark occur; however, none were reported for 2024 and related-party transactions require Audit Committee pre-approval under formal policy.
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/derivative usage, or Section 16(a) filing deficiencies (all filing requirements met for 2024).