EX-24 2 cookpoa.htm COOK POWER OF ATTORNEY.
POWER OF ATTORNEY





 The undersigned hereby constitutes and appoints John R. Houston,

Elizabeth M. Dunshee and Amanda Schmall, or either of them acting alone,

the undersigned's true and lawful attorneys-in-fact and agent with full

power of substitution and resubstitution, for the undersigned and in the

undersigned's name, place and stead, in any and all capacities, to sign

any or all Forms 3, 4 and 5 relating to beneficial ownership of

securities of The Tile Shop Holdings, Inc. (the "Issuer"), to file the

same, with all exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission and to deliver a

copy of the same to the Issuer, granting unto said attorney-in-fact and

agent full power and authority to do and perform each and every act and

thing requisite and necessary to be done in and about the premises, as

fully to all intents and purposes as the undersigned might or could do in

person, hereby ratifying and confirming all said attorneys-in-fact and

agent, or his substitute or substitutes, may lawfully do or cause to be

done by virtue thereof.  The undersigned acknowledges that the foregoing

attorney-in-fact, in serving in such capacity at the request of the

undersigned, is not assuming any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.





 This Power of Attorney shall remain in effect until such time as

the undersigned is no longer subject to the provisions of Section 16 of

the Securities Exchange Act or 1934 with respect to securities of the

Issuer.





 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 22nd day of September, 2014.





    /s/ Christopher Cook