Philip Smith
About Philip I. Smith
Philip I. Smith, age 57, is an independent director of Winmark (WINA), appointed in March 2023. He currently serves as Executive Chairman of Intricon Corporation and as an Operating Partner at Altaris, LLC; previously he was a Managing Director at Kroll (formerly Duff & Phelps) from April 2017 to June 2022. He also serves on the board of Trean Insurance Group Inc. His disclosed core credentials include financial and executive management, corporate governance, and capital markets experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kroll (formerly Duff & Phelps) | Managing Director | Apr 2017 – Jun 2022 | Investment banking leadership; capital markets and governance exposure |
| Various medical technology companies | Executive officer | Not disclosed (prior roles) | Executive management experience; medtech industry knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intricon Corporation | Executive Chairman | Current (as of proxy date) | Medtech focus |
| Altaris, LLC | Operating Partner | Current (as of proxy date) | Healthcare-focused investment firm |
| Trean Insurance Group Inc. | Director | Current (as of proxy date) | Insurance industry board role |
Board Governance
- Independence: The Board determined Smith is independent under NASDAQ rules.
- Committee assignments: Audit Committee member; Audit Committee held four meetings in fiscal 2024.
- Lead Independent Director: Percy C. (Tom) Tomlinson, Jr. serves as Lead Director.
- Board/Committee attendance: All directors attended at least 75% of Board and committee meetings; all directors attended the prior annual meeting.
- Board size/tenure: Board set at seven directors; Smith has served since his appointment in March 2023.
- Hedging/insider trading policy: Directors and officers are prohibited from hedging Winmark securities (e.g., puts/calls, derivatives).
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Annual cash retainer (nonemployee directors) | $42,500 | $45,000 | Retainer increased effective 2025 |
| Meeting fees – Board/Comp/Nominating | $1,000 per meeting | $1,000 per meeting | Applies to Board, Compensation, Nominating |
| Meeting fees – Audit Committee | $2,000 per meeting | $2,000 per meeting | Higher due to audit oversight |
| Lead Director premium | $5,000 (if applicable to role) | $5,000 | For Lead Director (Tomlinson), not Smith |
| Philip I. Smith – Fees earned (FY 2024) | $54,500 | — | Reflects retainer + meeting fees |
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting | Term | Grant Date Fair Value |
|---|---|---|---|---|---|
| Nonemployee director stock option | Jun 2024 | 300 | 25% per year over 4 years | 10 years | Included in total option award value |
| Nonemployee director stock option | Dec 2024 | 300 | 25% per year over 4 years | 10 years | Included in total option award value |
| Philip I. Smith – Option awards (FY 2024) | 2024 | — | — | — | $59,286 (aggregate grant-date fair value) |
- No performance-conditioned metrics (e.g., revenue/EBITDA/TSR) were disclosed for director compensation; director equity awards are time-based stock options.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Intricon Corporation | Medtech | Executive Chairman | None disclosed with Winmark; no related-party transactions reported (FY 2024) |
| Altaris, LLC | Investment firm | Operating Partner | None disclosed with Winmark; no related-party transactions reported (FY 2024) |
| Trean Insurance Group Inc. | Insurance | Director | None disclosed with Winmark; no related-party transactions reported (FY 2024) |
The Board reported no related party transactions in fiscal 2024, and the Audit Committee oversees a formal related-party transaction policy.
Expertise & Qualifications
- Board biography cites experience in financial and executive management, corporate governance, and capital markets.
- Audit oversight involvement via Audit Committee membership signals engagement in financial reporting and control review (Audit Committee met 4 times in FY 2024).
- No “audit committee financial expert” designation for Smith; Tomlinson holds that designation.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Philip I. Smith | 2,405 | <1% | Includes right to acquire 2,405 shares within 60 days via stock options |
| Options outstanding (director plan) | 5,720 options held (as of 12/28/2024) | — | Nonemployee Director Stock Option Plan count |
- Hedging/derivative transactions in company stock are prohibited for directors and officers.
- Pledging of shares was not disclosed; Section 16(a) compliance was reported as fully met for 2024.
Governance Assessment
- Independence and committee service: Smith is an independent director on the Audit Committee, supporting board oversight of financial reporting, internal controls, and auditor independence.
- Attendance and engagement: Company disclosed that all directors met minimum attendance thresholds and attended the last annual meeting, indicating baseline engagement.
- Compensation alignment: Director compensation combines modest cash retainers/meeting fees with time-based option grants; no RSUs or performance metrics are used for directors, reducing complexities and consultant risks.
- Ownership alignment: Smith’s beneficial ownership includes exercisable options and ongoing option exposure; company prohibits hedging, which supports alignment with shareholder outcomes.
- Conflicts/related-party exposure: No related-party transactions were reported for FY 2024; no compensation consultant conflicts (committee did not utilize a consultant).
RED FLAGS
- None identified in disclosed materials: no related-party transactions; no Section 16(a) delinquencies; hedging prohibited; attendance thresholds met.
Signals impacting investor confidence
- Positive: Independent audit committee service; clean related-party profile; hedging restrictions; disclosed and modest director pay structure.
- Watch items: No disclosed director stock ownership guidelines; limited transparency on individual meeting attendance rates; director options accelerate on change in control (standard feature but worth monitoring for alignment).