Daniel J. Hirschfeld
BUCKLEAbout Daniel J. Hirschfeld
Daniel J. Hirschfeld (age 83) is Chairman of the Board of The Buckle, Inc. (BKE). He has served as Chairman since April 19, 1991 and previously served as President and Chief Executive Officer; he is the founder and the company’s largest stockholder, positioning him to influence long-term strategy and governance . Buckle’s pay-versus-performance disclosure shows multi-year total shareholder return (TSR) and profitability trends that frame the operating context during his continued chairmanship (see Performance & Track Record below) . As of March 28, 2025, he beneficially owned 16,200,000 shares (31.7% of shares outstanding), a significant “skin-in-the-game” alignment signal .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Buckle, Inc. | President & Chief Executive Officer (prior to becoming Chairman) | Prior to Apr 19, 1991 | Led early-stage growth; involved in all aspects of the business including development of management information systems . |
| The Buckle, Inc. | Chairman of the Board | Apr 19, 1991 – present | Continues to provide strategic guidance drawing on founder experience; separate Chairman/CEO structure maintained . |
Board Service and Governance
- Current role: Chairman of the Board; leadership structure separates Chairman and CEO (CEO is Dennis H. Nelson). The Board believes this separation allows Mr. Nelson to focus on operations while Mr. Hirschfeld, as founder and largest stockholder, provides strategic oversight .
- Committee roles: Member of the Executive Committee, which has Board authority between meetings; the Executive Committee’s members are executive officers of the company .
- Board attendance: In fiscal 2024, no Director missed more than 25% of Board and committee meetings .
- Independence: Non-employee Directors (listed in proxy) meet NYSE independence standards; the Executive Committee is comprised of executive officers (i.e., not independent) .
- Director pay context: Non-employee Directors’ annual retainer increased to $60,000 (from $40,000) effective April 2024; committee chair quarterly fees: Audit $4,000, Compensation $3,000, NGCSR $2,000; non-employee Directors also receive restricted stock (3,000 shares granted in Feb 2025 with immediate/1-year/2-year vesting tranches). As Chairman and an executive officer, Mr. Hirschfeld does not receive additional compensation for Board service .
Fixed Compensation
- The Summary Compensation Table lists Named Executive Officers (NEOs) (CEO, CFO, and other top paid executives); Mr. Hirschfeld is not listed among NEOs for fiscal 2024–2022 .
- The proxy explicitly states: “Mr. Hirschfeld, in his role as Chairman of the Board, is an executive officer of the Company and does not receive additional compensation for his Board service.”
Performance Compensation
Company incentive architecture (for context on pay-for-performance alignment for executive officers):
- Cash bonus metric and funding: 2024 Management Incentive Plan used Pre-Bonus Net Income as the key performance metric. Bonus Pool = 1.2% of Pre-Bonus Net Income (Base Amount) plus an incremental percentage of any amount above Target Pre-Bonus Net Income; Compensation Committee retained discretion to award additional bonuses via an amendment (8-Ks dated Feb 5, 2024 and Feb 3, 2025 referenced in proxy). The 2024 Bonus Pool totaled $5,949,543 .
- Long-term equity: Non-Vested Stock (restricted stock) is the sole long-term incentive; majority of shares are performance-based and vest over four years, beginning after the Committee certifies performance achievement; non-performance-based grants also vest over four years (year-end vesting). Company does not grant stock options .
- Clawback and hedging: A Clawback Policy (Nov 2023) allows recovery of erroneously paid compensation upon a future restatement; Insider Trading Policy enhancements restrict hedging and certain short-swing trades and require pre-clearance/10b5-1 plan controls .
Performance compensation detail (company-level design and outcomes):
| Incentive Type | Metric(s) | Target/Mechanics | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (Management Incentive Plan) | Pre-Bonus Net Income | Base: 1.2% of Pre-Bonus Net Income; plus % of amount above Target; Committee may award discretionary bonuses (per amended plan, see 8-K references) | 2024 Bonus Pool computed per plan totaling $5,949,543; individual NEO allocations shown in SCT . | Annual plan; cash payout . |
| Performance-Based Restricted Stock | Company performance objectives (majority of LTI) | Shares vest only upon achievement; then in increments over four years | 2024: three primary performance goals achieved; 100% of performance-based shares eligible for vesting; grant-date fair values in SCT per ASC 718 . | 4-year vesting; begins after performance certification . |
| Time-Based Restricted Stock | Service | Four-year vesting with vesting on last day of each fiscal year | Eligibility for vesting per grant; values in SCT per ASC 718 . | 4-year vesting . |
| Stock Options | N/A | Not utilized | No options granted in fiscal 2024 (nor to directors/employees) . | N/A |
Note: The proxy does not disclose incentive participation or awards specifically for Mr. Hirschfeld; it states he does not receive additional Board compensation . NEO incentive outcomes are disclosed and demonstrate the company’s pay-for-performance framework .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | Ownership % | As-of Date |
|---|---|---|---|
| Daniel J. Hirschfeld | 16,200,000 | 31.7% | March 28, 2025 |
Additional alignment mechanics:
- Stock Ownership Policy (adopted March 2024) applies to executive officers and non-employee Directors; executives are expected to meet guidelines within five years; the proxy shows minimum share requirements and current holdings for NEOs (e.g., CEO 150,000 minimum; others 35,000). Non-employee Directors must own 10,000 shares within five years. Mr. Hirschfeld’s specific guideline is not separately enumerated in the proxy’s NEO table .
- Hedging/short-swing restrictions embedded in the Insider Trading Policy; policy enhancements in June 2023 added pre-clearance and 10b5-1 plan controls .
- Pledging: The cited sections detail hedging restrictions; no explicit pledging policy is described in those sections .
- Section 16 compliance: All reporting persons complied on a timely basis in fiscal 2024 except one late Form 4 by two individuals not including Mr. Hirschfeld .
Employment Terms
| Term | Disclosure | Implications |
|---|---|---|
| Employment agreements | “The Company has no employment agreements under which any employee… is entitled to employment for any specific period of time.” | At-will; no fixed-term contract; limited contractual severance exposure. |
| Individual severance/CIC arrangements | Company highlights “No individual change in control or severance compensation arrangements” in its policies/practices summary | No cash severance multiples disclosed for executives. |
| Change-in-control (CIC) treatment for equity | Restricted Stock Agreements provide immediate vesting of all non-vested shares (for which performance is achieved and certified) upon a CIC or termination without Good Cause/for Good Reason | Single-trigger vesting on CIC for qualifying shares; double-trigger-like treatment on termination without cause/for Good Reason. |
| Good Cause / Good Reason | Defined in Restricted Stock Agreements (dishonesty, conviction for fraud/dishonesty, material breach; Good Reason includes pay/location reductions, material scope reduction, or plan terminations below 90% value post-CIC) | Establishes termination protection bounds for equity treatment. |
| Clawback policy | Adopted Nov 2023; allows recovery of incentive-based compensation upon restatement | Enhances pay-for-performance discipline. |
| Insider Trading policy | Enhanced June 2023; restricts hedging and certain trades; requires pre-clearance/10b5-1 controls | Reduces perception of opportunistic trading risk. |
Related Party Transactions (Governance Red Flag Monitoring)
- The Hirschfeld Family Trust owes the Company $1,485,000 ($600,000 principal + $885,000 accrued interest) under promissory notes dated 1994–1996, secured by a collateral assignment of a life insurance policy insuring Mr. Hirschfeld. No additional loans were required after 1996; interest rate 5% per annum .
- Prior-year proxy disclosed the Trust’s outstanding balance of $1,455,000 as of fiscal 2023 (same terms and collateral) .
Performance & Track Record (Company context during his Chairmanship)
Pay-versus-performance disclosures (index value of $100 investment and profitability):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Index, $100 base) | 176 | 191 | 250 | 242 | 330 |
| Peer Group TSR (Index, $100 base) | 207 | 189 | 168 | 176 | 203 |
| Net Income ($000s) | 130,139 | 254,820 | 254,626 | 219,919 | 330,203 |
| Pre-Bonus Net Income ($000s) | 196,525 | 393,625 | 384,410 | 318,607 | 285,264 |
Observations:
- TSR rose from 176 to 330 over FY2020–FY2024, outpacing the disclosed peer TSR index in FY2024 (330 vs 203) .
- Net Income increased to $330.2M in FY2024 (from $130.1M in FY2020), while Pre-Bonus Net Income was $285.3M in FY2024, the key metric for cash incentives .
Director Compensation (Context; Mr. Hirschfeld does not receive Board pay)
| Component | 2024/2025 Terms |
|---|---|
| Annual cash retainer (non-employee Directors) | $60,000 effective April 2024 (from $40,000) |
| Committee Chair fees (per quarter) | Audit $4,000; Compensation $3,000; NGCSR $2,000 |
| Equity (non-employee Directors) | 3,000 shares Non-Vested Stock granted Feb 2025; 1,000 vest immediately, 1,000 at 1 year, 1,000 at 2 years |
| Chairman pay (Hirschfeld) | No additional compensation for Board service |
Investment Implications
- Alignment and control: With 31.7% ownership, Hirschfeld’s incentives are deeply equity-aligned; any sizable dispositions could affect float and price dynamics. His lack of Board fees and absence from NEO disclosures suggests influence is primarily via ownership rather than cash compensation, which is supportive for minority shareholders seeking pay-for-performance alignment .
- Governance risk mitigants: The separation of Chairman/CEO roles, adoption of stock ownership guidelines, Clawback Policy, and hedging restrictions reduce agency risk; however, Executive Committee membership (comprised of executive officers) centralizes authority between Board meetings .
- Incentive design: Company incentives concentrate on Pre-Bonus Net Income and multi-year performance-based restricted stock, eschewing options and individual severance/CIC packages—design choices that limit windfalls and bolster operational focus; equity accelerates on CIC or qualifying termination under plan terms, which can be value-accretive for recipients but does not disclose cash severance multiples .
- Related party monitoring: The long-standing Hirschfeld Family Trust loan balance (secured by life insurance) is a recurring related party item; while legacy and fully disclosed, investors should monitor status and terms each proxy cycle .
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