Bruce L. Hoberman
BUCKLEAbout Bruce L. Hoberman
Independent director of The Buckle, Inc. since June 2, 2000; age 78 in the 2025 proxy. Background spans retail operations and technology: former Chairman (2003–Feb 2020), President (2003–2010), and CEO (2003–2012) of Proxibid, Inc.; founder and President of Homer’s, Inc., a music retail chain, from 1971–1993. Board cites his retail, technology, and financial insight; no education details disclosed. Tenure and credentials: Director since 2000; independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proxibid, Inc. (internet auction service) | Chairman of the Board | 2003–Feb 2020 | Board experience in technology and auction platforms; insight in retail, technology, and financial matters |
| Proxibid, Inc. | President | 2003–2010 | Operational leadership; technology commercialization |
| Proxibid, Inc. | Chief Executive Officer | 2003–2012 | CEO oversight; strategic growth |
| Homer’s, Inc. (music retail chain) | Founder & President | 1971–1993 | Retail operations and merchandising expertise |
External Roles
- No other current public-company directorships disclosed; prior roles include Proxibid (private) and Homer’s (private) .
Board Governance
- Committee assignments: Compensation Committee member and Nominating, Governance, and Corporate Social Responsibility (NGCSR) Committee member; not a committee chair .
- Independence: Non-employee and independent under NYSE Listing Standards; company confirms all non-employee directors (including Hoberman) are independent .
- Attendance and engagement: Fiscal 2024—Board met 4 times; Executive Committee >12; Compensation 5; NGCSR 4; Audit 5; no director missed >25% of aggregate meetings of the Board and their committees. Directors attended the June 2024 Annual Meeting; in 2023, all directors attended except one (not Hoberman) due to a business conflict .
- Executive sessions: Non-employee directors meet in executive session after each quarterly Board meeting; chair rotates alphabetically among non-employee directors .
Fixed Compensation
| Fiscal Year (Company FYE) | Annual Retainer (Cash) | Committee Chair Fees (Cash) | Meeting Fees | Cash Total |
|---|---|---|---|---|
| FY 2024 (ended Feb 1, 2025) | $60,000 (paid quarterly; increased from $40,000 effective April 2024) | None; Hoberman is not a chair | Not disclosed/none stated | $60,000 |
| FY 2023 (ended Feb 3, 2024) | $40,000 (paid quarterly) | None | Not disclosed/none stated | $40,000 |
Notes:
- Chair fee schedule (effective April 2024): Audit Chair $4,000/quarter; Compensation Chair $3,000/quarter; NGCSR Chair $2,000/quarter—Hoberman is not a chair, so not eligible for these incremental fees .
Performance Compensation
| Fiscal Year (Company FYE) | Equity Vehicle | Grant Detail | Grant-Date Fair Value | Vesting Schedule | Change-in-Control / Retirement / Disability |
|---|---|---|---|---|---|
| FY 2024 (ended Feb 1, 2025) | Non-Vested Stock (Director Plan) | 3,000 shares awarded Feb 2025 to each non-employee director | $85,455 (Hoberman) | 1,000 shares vest immediately on grant; 1,000 at first anniversary; 1,000 at second anniversary | Unvested shares accelerate and become vested upon Change in Control; retirement at/after age 67, disability, or death—per 2024 Director Plan |
| FY 2023 (ended Feb 3, 2024) | Non-Vested Stock (2008 Director Plan) | Historical annual grant of 2,250 shares on first day of fiscal year | $97,538 (Hoberman) | 25% immediate, then 25% on each of next three anniversaries (for historic grants under 2008 plan) | Unvested shares accelerate on Change in Control; retirement/disability/death—per plan documents |
- Options: None outstanding for directors; no stock options granted to any director in FY 2024 or FY 2023 .
- Performance metrics: Director equity awards are time-vested; no performance metrics tied to director compensation disclosed .
Other Directorships & Interlocks
- Current public-company boards: None disclosed for Hoberman .
- Shared interlocks: None disclosed with competitors/suppliers/customers; no related party transactions involving Hoberman disclosed .
Expertise & Qualifications
- Skills: Retail operations, technology platform leadership, and financial matters; Board explicitly cites these as reasons for his nomination .
- Independence and oversight: Serves on Compensation and NGCSR committees focused on pay governance and ESG/board effectiveness .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding Shares | Ownership Guideline | Compliance Window |
|---|---|---|---|---|
| March 28, 2025 | 43,880 | <1% (“*”) | Non-employee directors must own 10,000 shares | 5 years after first record date post-adoption (March 2024) |
| April 1, 2024 | 40,880 | <1% (“*”) | Non-employee directors must own 10,000 shares | 5 years after first record date post-adoption (March 2024) |
- Pledging/hedging: Company Insider Trading Policy prohibits hedging and restricts short-swing trades; enhanced pre-clearance and disclosure adopted in June 2023 .
- Options or RSU breakdown: No director options outstanding; director holdings presented as total beneficial ownership; vested/unvested breakdown not disclosed for directors .
Fixed vs. Equity Compensation Mix (Trend Signals)
- Cash retainer increased from $40,000 to $60,000 starting April 2024, raising fixed cash component for non-employee directors .
- Annual director equity moved from 2,250 shares (legacy 2008 plan) to 3,000 shares with immediate and two annual tranches (2024 Director Plan), reinforcing ownership alignment with explicit 10,000-share guideline .
Governance Assessment
- Committee roles and independence: Hoberman is independent and serves on Compensation and NGCSR—both critical to pay governance and ESG oversight. These committees are composed of independent directors, and he is not a chair, which limits unilateral influence; chairs are Audit: Huss; Compensation: Peetz; NGCSR: Klein .
- Attendance and engagement: Met attendance expectations; no director exceeded the 25% absence threshold; participated in annual meeting 2024, supporting board effectiveness and shareholder engagement .
- Ownership alignment: Holds well above the 10,000-share guideline; explicit stock ownership policy for directors introduced in March 2024 further aligns incentives .
- Pay structure signals: Shift to higher cash retainer may modestly increase guaranteed pay, but equity grants and ownership guideline maintain alignment. No director options; equity is time-based and subject to plan acceleration terms typical for directors .
- Conflicts/related-party exposure: No related-party transactions involving Hoberman disclosed; company-level related party matters (e.g., Hirschfeld Family Trust loans) do not implicate Hoberman directly . No Section 16 filing delinquencies noted for Hoberman; only Fairfield and Molczyk had late filings .
RED FLAGS
- None disclosed specific to Hoberman: no pledging, no related-party transactions, no attendance issues, and no delinquent Section 16 filings .
Potential Monitoring Items
- As a Compensation Committee member, monitor application of pay governance policies and external benchmarking practices (committee cites periodic benchmarking and clawback/ownership policies for executives; directors also have ownership guidelines) .
- Director equity acceleration features under the 2024 Director Plan (change-in-control, retirement at 67+, disability, death) are standard but noteworthy for dilution/timing considerations; awards are at Board/committee discretion .