Dennis H. Nelson
BUCKLEAbout Dennis H. Nelson
Dennis H. Nelson, age 75, is President and Chief Executive Officer of The Buckle, Inc. and a Director; he has served as President and a Director since April 19, 1991 and was elected CEO on March 17, 1997. He began with Buckle in 1970 as a part-time salesperson while attending Kearney State College (now University of Nebraska–Kearney), joined full-time in 1973, and has worked across all phases of operations since then . Buckle’s cumulative total shareholder return (TSR) value of an initial $100 investment reached 330 in fiscal 2024 versus 242 in fiscal 2023, while reported Net Income was $195,468 thousand and Pre‑Bonus Net Income was $285,264 thousand in fiscal 2024 (prior year: $219,919 thousand and $318,607 thousand) . Revenues and EBITDA have moderated from FY 2023 highs; see multi-year fundamentals below (values with asterisks sourced from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Buckle, Inc. | Part-time Salesperson (while in college) | 1970–1973 | Early frontline merchandising and sales exposure |
| The Buckle, Inc. | Full-time roles across operations | 1973–1991 | Broad operational responsibility pre-Presidency |
| The Buckle, Inc. | President and Director | Since 1991 | Day-to-day leadership; deep operational knowledge |
| The Buckle, Inc. | Chief Executive Officer | Since 1997 | Strategic leadership; long-tenured execution |
External Roles
No external public-company directorships or outside roles are disclosed in the proxy biographies for Dennis H. Nelson .
Fixed Compensation
Base salary history and key fixed elements:
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 (set) |
|---|---|---|---|---|
| Base Salary ($) | 1,175,000 | 1,200,000 | 1,275,000 | 1,300,000 |
Perquisites and other compensation:
| Component | FY 2022 ($) | FY 2023 ($) | FY 2024 ($) |
|---|---|---|---|
| All Other Compensation | 308,593 | 320,268 | 210,353 |
| Personal use of company airplanes (included in All Other) | — | 82,515 | 42,683 |
Notes:
- Benefits include health and welfare, 401(k) match, and a non-qualified deferred compensation plan; executives may elect to participate and receive Company match (CEO 60% match on deferrals up to limits) .
- The Company reports limited perquisites and no significant supplemental retirement benefits beyond the non-qualified plan .
Performance Compensation
Cash bonus results and equity awards:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Bonus Paid ($) | 5,131,647 | 3,103,131 | 2,775,000 |
| Stock Awards (Grant-Date Fair Value, $) | 4,382,400 | 5,202,000 | 4,557,600 |
2024 Management Incentive Plan (cash bonus):
- Metric: Pre‑Bonus Net Income; bonus pool = 1.2% of Pre‑Bonus Net Income plus a percentage of any amount above Target Pre‑Bonus NI; Committee added authority for discretionary bonuses via a First Amendment (filed Feb 3, 2025) .
- Plan design emphasizes pay-for-performance and alignment to EPS through net income .
2025 Management Incentive Plan (cash bonus):
- Metric: Pre‑Bonus Net Income; bonus pool = 2.5% of Pre‑Bonus NI (“Applicable Percentage Amount”) plus an incremental amount based on growth tiers (“Pre‑Bonus Net Income Factor”). CEO’s share is 37 points (~37% of allocated points); discretionary awards may be made from unassigned/forfeited points plus an additional $5,000,000 pool .
Non‑Vested Stock (RSUs) – performance and time-based:
- Annual grants to CEO: 120,000 shares in fiscal 2023 and fiscal 2024 ; 120,000 again on Feb 2, 2025 (110,000 performance, 10,000 non‑performance) .
- Performance features (primary): 50% vests over four years if fiscal Pre‑Bonus NI meets Target; +25% at ≥2.5% over Target; +25% at ≥5.0% over Target .
- Performance features (secondary): Up to 100% vesting based on Net Income from Operations (adjusted) exceeding 12%, 14%, 16%, and 20% of Net Sales (each tranche 25%) .
- Time-based shares: 20%/20%/30%/30% annual vesting .
- Vesting dates for 2025 awards: performance shares vest 20% immediately upon certification, then 20% on Jan 30, 2027; 30% on Jan 29, 2028; 30% on Feb 3, 2029; non-performance shares vest 20% on Jan 31, 2026; 20% on Jan 30, 2027; 30% on Jan 29, 2028; 30% on Feb 3, 2029 .
Detailed incentive metrics table:
| Award Type | Metric | Weighting/Structure | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Performance RSU (primary) | Pre‑Bonus Net Income | 50% at Target; +25% ≥2.5% over Target; +25% ≥5.0% over Target | Committee-set Target | FY 2023 and FY 2024 goals achieved; 100% eligible | Up to 100% of shares eligible | 20% immediately upon certification; 20% next FY end; 30% each of following two FY ends |
| Performance RSU (secondary) | Adjusted Net Income from Operations (% of Net Sales) | 25% at ≥12%; +25% at ≥14%; +25% at ≥16%; +25% at ≥20% | Thresholds as above | Operates independently of primary; greater-of applied | Up to 100% eligible | As above |
| Time-based RSU | Service | Fixed schedule | N/A | N/A | 100% over four years | 20%/20%/30%/30% annually |
| Cash Bonus FY 2025 | Pre‑Bonus Net Income | Bonus pool = 2.5% Pre‑Bonus NI + tiered growth factor; CEO share 37 points | Target $270,000,000 | To be certified by Committee | 100% of allocated points; discretionary pool available | Paid after certification; must be employed through FY end |
No stock options are granted; none outstanding as of Feb 1, 2025, with options historically retired/fully exercised .
Equity Ownership & Alignment
Beneficial ownership and alignment details:
| Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 28, 2025 | 2,174,027 | 4.2% | Includes 14,417 shares in 401(k) |
| April 1, 2024 | 2,392,154 | 4.7% | Includes 13,804 shares in 401(k) |
Stock ownership policy compliance:
| Requirement | Executive Minimum | Current Stock Ownership (excludes unvested) |
|---|---|---|
| CEO shares (policy) | 150,000 | 1,849,612 (2025) |
| CEO shares (policy) | 150,000 | 2,067,508 (2024) |
Vested vs unvested status and values:
| Item | Quantity/Value |
|---|---|
| Non‑vested shares outstanding (Feb 1, 2025) | 226,000 shares; market value $10,759,860 |
| Shares vested in FY 2024 | 120,000 shares; value realized $5,502,880 |
| Shares vested in FY 2023 | 120,000 shares; value realized $4,496,440 |
Policies and potential red flags:
- Hedging and short sales prohibited; enhanced pre‑clearance and 10b5‑1 controls implemented in June 2023 .
- No disclosure of pledging of company stock; insider trading policy addresses short‑swing and hedging but does not expressly reference pledging .
- Section 16(a) filings were timely for FY 2024 (one late Form 4 by a director, not the CEO) ; FY 2023 had one late Form 5 for Dennis H. Nelson related to a prior fiscal year .
Employment Terms
- No employment contracts, auto-renewal clauses, or individual severance agreements for executive officers; compensation is via salary, incentive cash, and Non‑Vested Stock .
- Change‑in‑control and termination provisions: immediate vesting of non‑vested shares (where performance is certified) upon a Change in Control or termination without Good Cause or resignation for Good Reason, per restricted stock agreements .
- Good Cause includes dishonesty, breach of fiduciary duty, malfeasance, certain criminal violations, or material breach . Good Reason includes significant reduction in authority/pay, relocation, or materially reduced plan benefits .
- Estimated CIC acceleration values (as of fiscal year end): CEO $10,759,860 (Feb 1, 2025); prior year $8,583,480 (Feb 3, 2024) .
- Clawback policy adopted Nov 2023; enables recovery of erroneously paid incentive compensation upon financial restatements .
- Insider Trading Policy enhancements (June 2023) add pre‑clearance and restrictions on certain trading activities; broad disclosure obligations apply .
Board Governance
- Nelson serves as an employee Director and is a member of the Executive Committee with Chairman Daniel J. Hirschfeld, CFO Thomas B. Heacock, and EVP Kari G. Smith . Non‑employee directors are independent under NYSE standards; independence does not extend to employee directors (including CEO) .
- Chairman and CEO roles are separated: Hirschfeld is Chairman and largest stockholder; Nelson is CEO, enabling separate oversight and strategy execution .
- Committee memberships (non‑employee directors): Audit (Chair Michael E. Huss), Compensation (Chair John P. Peetz, III), NGCSR (Chair Angie J. Klein) .
- Executive sessions: non‑employee directors meet after each quarterly board meeting; chair rotates alphabetically .
- Meeting attendance: in fiscal 2024, no director missed more than 25% of meetings across Board and committees .
Director compensation (context for dual-role analysis):
- Employee directors (including Chairman Hirschfeld) do not receive additional board compensation; non‑employee directors receive cash retainers, chair fees, and restricted stock under the Director Restricted Stock Plan (as updated in 2024/2025) .
Family relationships and related party context:
- CFO Thomas B. Heacock is Nelson’s son‑in‑law; Nelson’s daughter, Carissa N. Crocker, is VP of Men’s Merchandising; aggregate cash compensation for these relatives was $2,011,250 in fiscal 2024 . Hirschfeld Family Trust has legacy loans with Buckle secured by insurance collateral (not directly related to Nelson) .
Performance & Track Record
Pay versus performance metrics:
| Measure | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| TSR value of $100 (Company) | 176 | 191 | 250 | 242 | 330 |
| Net Income (thousands $) | 130,139 | 254,820 | 254,626 | 219,919 | 195,468 |
| Pre‑Bonus Net Income (thousands $) | 196,525 | 393,625 | 384,410 | 318,607 | 285,264 |
Multi-year fundamentals (S&P Global):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($) | 901,278,000 | 1,294,607,000 | 1,345,187,000 | 1,261,102,000* | 1,217,689,000 |
| EBITDA ($) | 188,885,000* | 354,188,000* | 346,987,000* | 291,889,000* | 264,357,000* |
| Net Income ($) | 130,139,000 | 254,820,000 | 254,626,000 | 219,919,000 | 195,468,000 |
Values marked with an asterisk were retrieved from S&P Global.
Equity Ownership & Alignment (Additional Details)
Non‑qualified deferred compensation position:
- CEO contributions $262,545; Company match $157,319; aggregate earnings $399,264; balance $9,090,706 at FY 2024 year‑end (plan year timing noted) .
Section 16 compliance:
- FY 2024: timely filings; one late Form 4 by a non‑CEO director .
- FY 2023: one late Form 5 filed by CEO relating to a prior fiscal year .
Investment Implications
- Pay-for-performance structure is tightly linked to Pre‑Bonus Net Income and adjusted operating margin thresholds, with multi-year RSU vesting that promotes retention; absence of employment contracts and use of discretionary bonuses add flexibility but also introduce payout discretion risk .
- Equity alignment is strong: material beneficial ownership (4.2% in 2025), substantial unvested equity ($10.76M), and rigorous stock ownership guidelines (CEO far exceeds minimum); hedging is prohibited and no pledging is disclosed, mitigating misalignment concerns .
- Governance considerations: separation of Chair/CEO roles with founder as Chair and largest stockholder enhances oversight but family relationships in management (CFO son‑in‑law) warrant scrutiny for independence in compensation/finance decisions; committees are chaired by independent directors with routine executive sessions .
- Trend risks: declining Revenues/EBITDA from FY 2023 peaks and lower Net Income in FY 2024/2025 suggest payout sensitivity; however, TSR has rebounded, supported by dividends and buybacks historically, indicating shareholder returns resilience even amidst margin variability (revenues/EBITDA values from S&P Global).