Bill L. Fairfield
BUCKLEAbout Bill L. Fairfield
Independent director at The Buckle, Inc. (BKE), age 78, serving on the board since May 30, 1996. Background includes CEO and board leadership roles in technology and data companies and current ownership/operation of Dundee Granite, LLC. The board cites his technology, auditing, and financial oversight experience as core credentials. Beneficial ownership: 53,208 BKE shares (less than 1% of outstanding), with all non‑employee directors deemed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| infoGROUP Inc. | Chief Executive Officer | Aug 2008 – Jul 2010 | Also Director (Nov 2005 – Jul 2010) and Chairman (Jul – Aug 2008) |
| Sitel Corporation | Executive Vice President | 2003 – 2004 | Operations leadership in customer contact services |
| Inacom Corp. | President & Chief Executive Officer | 1991 – 2000 | Technology management services; preceded by CEO of Valcom (predecessor to Inacom) |
| Dundee Granite, LLC | Owner/Operator | 2016 – Present | Fabricator of natural stone products for residential/commercial use |
External Roles
| Organization | Board Role | Tenure | Committees/Impact |
|---|---|---|---|
| infoGROUP Inc. | Director | Nov 2005 – Jul 2010 | Board leadership experience in data/marketing services |
| The Dolan Company | Director | 2013 (historical) | Public company directorship noted by third-party tracker |
No current public company directorships beyond BKE were disclosed in the latest BKE proxy .
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member (not Chair) .
- Independence: Classified independent; all non‑employee directors meet NYSE independence requirements .
- Attendance: In fiscal 2024, no director missed >25% of board/committee meetings; all directors attended the June 2024 annual meeting .
- Executive sessions: Non‑employee directors hold executive sessions after each quarterly board meeting; chair rotates alphabetically .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly; increased effective April 2024 for all non‑employee directors |
| Committee chair fees | $0 | Fairfield not listed as a committee chair; chair fees apply only to Audit ($4,000/qtr), Compensation ($3,000/qtr), NGCSR ($2,000/qtr) |
| Total cash fees earned | $60,000 | Fiscal 2024 director compensation table |
Performance Compensation
| Equity Award | Shares/Value | Grant Date | Vesting Schedule | Notes |
|---|---|---|---|---|
| Non‑Vested Stock (annual director grant) | 3,000 shares | Feb 2025 | 1,000 vest immediately on grant; 1,000 on 1st anniversary; 1,000 on 2nd anniversary | Under 2024 Director Restricted Stock Plan; increased from prior 2,250 shares |
| Stock awards (fair value) | $85,455 | Fiscal 2024 | Accounting fair value under ASC 718 | Per director compensation table |
Director equity is time‑based; no performance metrics or options are used for director pay. The company does not grant stock options to directors; none outstanding as of Feb 1, 2025 .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| Dundee Granite, LLC | Owner/Operator (private) | No related‑party transactions disclosed between Dundee Granite and BKE |
| infoGROUP Inc. | Former CEO/Director | Historical role; no current transactional ties disclosed |
Expertise & Qualifications
- Board’s assessment: Provides insight in technology, auditing, and financial matters based on executive leadership experience (including CEO roles) .
- Audit Committee context: Committee chaired by Michael E. Huss (SEC-defined financial expert), with Fairfield as a member .
Equity Ownership
| Metric | Amount | Date/Source |
|---|---|---|
| Beneficial ownership (BKE common) | 53,208 shares | As of March 28, 2025 (proxy table) |
| Ownership % of shares outstanding | <1% | Shares outstanding: 51,159,076; table denotes “*” less than 1% |
| Director stock ownership guideline | 10,000 shares | Compliance required within 5 years of March 2024 policy adoption |
| Guideline compliance status | Meets threshold | Beneficial ownership exceeds 10,000 shares |
Insider Trades (Form 4)
| Date | Type | Shares | Price | Notes/Source |
|---|---|---|---|---|
| Jun 16, 2022 | Purchase (P) | 200 | $28.88 | Form 4 (SEC); summary per Fintel |
| Dec 22, 2021 | Sale (S) | 5,000 | $40.72 | Historical Form 4 (SEC); summary per Fintel |
| Mar 2021 & Mar 2022 | Gifts (G) | Various (−100/−200/−200) | N/A | Historical Form 4 filings; summary per Fintel |
| Apr 17, 2025 | Form 4 filed | N/A | N/A | Filing recorded; content indicates reporting person details |
Section 16(a) compliance: Company disclosed one late Form 4 by Bill L. Fairfield in fiscal 2024, alongside another late Form 4 by a different reporting person .
Governance Assessment
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Strengths
- Independent director with deep operator experience; serves on Audit and Compensation Committees, supporting oversight of financial reporting and pay policies .
- Strong ownership alignment: exceeds director stock ownership guideline; receives annual restricted stock with multi‑year vesting .
- Attendance and engagement: no director exceeded absence thresholds; attended 2024 annual meeting; participates in regular executive sessions .
-
Watch items / Red flags
- Late Section 16 Form 4 filing reported in fiscal 2024 (process lapse), albeit remediated via subsequent filings .
- Very long tenure (since 1996) amid founder/Chair controlling stake (31.7%) may heighten skepticism about board independence dynamics, though Fairfield himself is classified independent .
-
Compensation signals
- Director pay mix remains modest and equity‑aligned (cash retainer $60k; stock awards ~$85k fair value), with no options and time‑based vesting—limited risk of pay‑for‑performance misalignment for directors .
-
Related‑party exposure
- No Fairfield‑specific related‑party transactions disclosed; broader company related‑party items (e.g., loans to the Hirschfeld Family Trust; familial relationships of executives) do not involve Fairfield .