James E. Shada
BUCKLEAbout James E. Shada
Independent director of The Buckle, Inc. since March 11, 2002; age 69. Former Executive Vice President of Sales, with a 30+ year operating background in retail sales, site selection, and manager development; began at Buckle in 1978 while attending Kearney State College (now University of Nebraska–Kearney), became store manager, then sales manager in 1985, and retired from the company on March 27, 2009 after stepping down from his executive role on June 30, 2008 . Beneficial owner of 99,039 shares, materially exceeding the board’s 10,000-share stock ownership guideline for non‑employee directors adopted in March 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Buckle, Inc. | Executive Vice President of Sales | 1991–2008 (stepped down June 30, 2008; retired March 27, 2009) | Led sales operations; involved in site selection; developed store/area/district managers |
| The Buckle, Inc. | Sales Manager (corporate office) | 1985–1991 | Corporate sales leadership and operations |
| The Buckle, Inc. | Store Manager | pre‑1985 | Store management responsibilities |
| The Buckle, Inc. | Part‑time salesperson (while attending Kearney State College) | starting Nov 1978 | Early retail and customer-facing experience |
External Roles
No outside public-company directorships or external board roles disclosed in the proxy biography .
Board Governance
- Committee assignments: Audit Committee member; Nominating, Governance, and Corporate Social Responsibility (NGCSR) Committee member; not a chair of any committee .
- Independence: Classified as independent under NYSE Listing Standards; all non‑employee directors (including Shada) are independent .
- Attendance: Fiscal 2024—Board (4 meetings), Audit (5), NGCSR (4); no director missed >25% of meetings of the Board and committees on which they served; all directors attended the June 2024 Annual Meeting .
- Executive sessions: Non‑employee directors meet in executive session after each quarterly Board meeting; chair rotates alphabetically among non‑employee directors .
| Governance Item | Status |
|---|---|
| Audit Committee | Member (not designated financial expert; committee chaired by Michael E. Huss) |
| Compensation Committee | Not a member |
| NGCSR Committee | Member |
| Lead Independent Director | None; executive session chair rotates |
| Independence | Independent director |
| FY2024 Attendance | Compliant with attendance thresholds; annual meeting attended |
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Increased from $40,000 effective April 2024; paid quarterly |
| Committee chair fees | $0 | Shada is not a committee chair (Audit Chair $4,000/qtr; Compensation Chair $3,000/qtr; NGCSR Chair $2,000/qtr) |
| Total cash (Fees Earned) | $60,000 | Per director compensation table |
Performance Compensation (Director)
Directors receive time‑based restricted stock under director plans; no performance metrics are applied to director equity awards.
| Equity Award | Grant Date | Shares | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Director Non‑Vested Stock | Feb 2025 | 3,000 | $85,455 | 1,000 shares vest immediately at grant; 1,000 on 1st anniversary; 1,000 on 2nd anniversary |
| Historical annual grant (pre‑2025) | — | 2,250 | — | Under 2005 Director Restricted Stock Plan |
Compensation mix (FY2024): equity ≈ 59% ($85,455) vs cash ≈ 41% ($60,000), signaling alignment with shareholder interests .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public-company boards listed for Shada in proxy materials |
Expertise & Qualifications
- Deep retail operations and sales leadership (EVP Sales; corporate sales manager; store manager) .
- Company-specific institutional knowledge since 1978, including site selection and manager development .
- Independent oversight capacity with service on Audit and NGCSR committees .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 99,039 | As of March 28, 2025 |
| Shares outstanding | 51,159,076 | As of March 28, 2025 |
| Ownership as % of outstanding | ~0.19% | Derived: 99,039 / 51,159,076 |
| Stock options | None outstanding | As of Feb 1, 2025, no directors had stock options outstanding |
| Shares pledged | Not disclosed | No pledging disclosed in proxy |
| Director stock ownership guideline | 10,000 shares within 5 years (adopted March 2024) | Applies to all non‑employee directors |
| Compliance vs guideline | Exceeds | Current beneficial ownership 99,039 vs 10,000 guideline |
Insider Trading & Ownership Filings
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (FY2024) | No late filings reported for Shada | Two late Form 4s noted for other individuals; none for Shada |
| Insider trading policy | Enhanced June 2023; prohibits hedging/short‑swing trades; requires pre‑clearance and robust disclosure | Policy filed with 10‑K exhibits |
Governance Assessment
- Alignment: Strong equity alignment via annual restricted stock grants and significant personal share ownership—beneficial ownership far exceeds the board’s 10,000‑share guideline .
- Independence and engagement: Classified independent; active on Audit and NGCSR committees; compliant attendance and participation in annual meeting; participates in quarterly executive sessions of non‑employee directors .
- Skills and oversight: Long retail operations/sales experience complements Audit and NGCSR oversight needs; Audit Committee has an identified financial expert (Huss) with Shada as member, supporting financial oversight depth .
- Conflicts/related parties: No related‑party transactions or family relationships disclosed for Shada; independence affirmed despite prior executive role (retired 2009), reducing near‑term conflict risk .
- Signals: Increased director cash retainer and higher equity grant in 2025 aimed at market alignment and ownership; formal stock ownership and clawback policies enhance governance rigor and investor confidence .
RED FLAGS: None disclosed specific to Shada (no pledging, no related‑party transactions, no attendance issues, no late Section 16 filings) .