Hank M. Bounds
BUCKLEAbout Hank M. Bounds
Age 57; independent director of The Buckle, Inc. since September 17, 2018. Background includes leading large public institutions in education with finance and administration oversight; currently an educational consultant and executive leadership coach, and President Emeritus of the University of Nebraska. Not designated as the Audit Committee financial expert; independence affirmed under NYSE Listing Standards. Shares beneficially owned: 17,250 as of March 28, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Nebraska | President | Apr 2015 – Aug 2019 | Led ~53,000 students and ~14,000 faculty/staff; oversight of financial and administrative operations |
| Mississippi Institutions of Higher Learning | Commissioner of Higher Education | 2009 – 2015 | Statewide higher-ed oversight |
| K–12 Education (MS) | Teacher; Principal; Superintendent; State Superintendent | Not disclosed | Progression through operational and leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent | Educational consultant; executive leadership coach | Since Aug 2019 | Ongoing advisory and leadership coaching |
| University of Nebraska | President Emeritus | Since Aug 2019 | Honorary/emeritus status |
Board Governance
- Committee assignments (current): Audit Committee member; Compensation Committee member; not on NGCSR; not a committee chair. Audit Committee Chair is Michael E. Huss (also the audit committee financial expert).
- Independence: Non-employee, independent director under NYSE Listing Standards.
- Attendance: In fiscal 2024, no director missed more than 25% of board and committee meetings; all directors attended the June 2024 Annual Meeting.
- Executive sessions: Non-employee directors meet in executive session following each quarterly board meeting; session chair rotates alphabetically.
- Years of service: Director since Sept 17, 2018 (elected effective immediately).
| Governance Attribute | Disclosure |
|---|---|
| Audit Committee | Member; not Chair |
| Compensation Committee | Member; not Chair |
| NGCSR Committee | Not a member |
| Independence | Independent (NYSE) |
| Attendance (FY2024) | <25% absences; met annual meeting attendance requirement |
| Executive Sessions | Quarterly; rotated chair |
| Service Start Date | 2018-09-17 |
Fixed Compensation
| Component | Amount ($) | Period | Notes |
|---|---|---|---|
| Annual cash retainer | 60,000 | FY2024 (year ended Feb 1, 2025) | Paid quarterly; increased from 40,000 effective April 2024 |
| Committee chair fees | N/A | FY2024 | Bounds not a chair; Audit Chair $4,000/quarter; Compensation Chair $3,000/quarter; NGCSR Chair $2,000/quarter (structure shown) |
| Meeting fees | Not disclosed | — | No separate meeting fees disclosed for directors |
| Total cash (FY2024) | 60,000 | FY2024 | As reported in director compensation table |
- Structural changes: Cash retainer increased to $60,000 (from $40,000) beginning April 2024; chair fees increased across committees.
Performance Compensation
| Grant | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| Director Non-Vested Stock (FY2024) | Not explicitly stated in shares (historically 2,250 prior to 2025) | 85,455 | FY2024 grants under prior plan; aggregate grant-date values per director |
| Director Non-Vested Stock (Feb 2025) | 3,000 | Not disclosed | 1,000 vest immediately; 1,000 at first anniversary; 1,000 at second anniversary |
Performance metric framework for director equity: None disclosed; director awards are time-based restricted stock (non-vested stock) rather than performance-conditioned.
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in BKE proxy |
Expertise & Qualifications
- Led large-scale educational systems with substantial budgets, operations, and administrative oversight, bringing financial and administrative governance perspective.
- Not designated as BKE’s audit committee financial expert; that role is held by Michael E. Huss.
- Skills matrix priorities (Board-wide emphasis): marketing, audit, governance, cyber risk via committee coverage; Bounds contributes leadership/administrative expertise.
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Outstanding | Ownership % | Date/Source |
|---|---|---|---|---|
| Hank M. Bounds | 17,250 | 51,159,076 | 0.034% (17,250 ÷ 51,159,076) | |
| Options outstanding | None for directors | — | — | As of Feb 1, 2025 |
| Stock ownership guideline | 10,000 shares within 5 years (non-employee directors) | — | — | Adopted March 2024 |
| Guideline compliance (Bounds) | Meets (17,250 ≥ 10,000) | — | — | As of Mar 28, 2025 |
| Pledged shares | Not disclosed | — | — | No pledging disclosure for Bounds; insider policy restricts hedging |
- Insider Trading Policy: Enhanced in June 2023 to restrict short-swing trades and hedging of company stock; added pre-clearance and notification requirements.
- Section 16(a) compliance: No delinquency noted for Bounds in FY2024; late Form 4s cited for other individuals.
Director Compensation Mix and Signals
- FY2024 compensation totaled $145,455 (cash: $60,000; stock awards: $85,455). The increase in cash retainer and committee chair fees effective April 2024 aligns with market, while maintaining equity alignment through annual non-vested stock grants.
- Transition in director equity: prior annual grant was 2,250 shares; increased to 3,000 shares in Feb 2025 under the 2024 Director Restricted Stock Plan, with front-loaded immediate vesting of 1,000 shares.
Compensation Committee Analysis (Context)
- Compensation Committee membership includes John P. Peetz, III (Chair), Hank M. Bounds, Bill L. Fairfield, and Bruce L. Hoberman; committee reports included in proxy.
- Executive compensation governance highlights (company-wide): clawback policy adopted Nov 2023; stock ownership policy adopted Mar 2024; prohibition on hedging/short sales; no stock options.
Related-Party Transactions and Conflicts
- No related-party transactions involving Bounds disclosed. Board-level related-party items include historical loans to Hirschfeld Family Trust (secured by life insurance policy) and family relationships involving CEO and CFO. These do not implicate Bounds directly.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes | Meeting Date |
|---|---|---|---|---|---|
| Advisory vote on NEO compensation (Proposal 4) | 40,289,653 | 3,237,202 | 77,206 | 3,068,386 | June 5, 2023 |
| Frequency of say-on-pay | 3 years: 24,040,535 | 2 years: 29,394 | 1 year: 19,477,403 | 56,729 | 3,068,386 |
Governance Assessment
- Strengths: Independent status; active committee service on Audit and Compensation; satisfactory attendance; ownership exceeding newly adopted 10,000-share guideline; insider trading controls limiting hedging; regular executive sessions for independent oversight.
- Potential watch items: Elevation of cash retainer and director share grants (2,250 → 3,000) increases guaranteed elements; however, equity remains time-based and aligns with shareholder interests. Board-level nepotism and legacy related-party loans are governance risk signals, though not tied to Bounds individually.
- Overall: Bounds’ background in large-scale institutional leadership and committee participation support board effectiveness; absence of personal conflicts or Section 16 issues is favorable for investor confidence.