Karen B. Rhoads
BUCKLEAbout Karen B. Rhoads
Karen B. Rhoads, age 66, has served on The Buckle, Inc. Board since April 19, 1991; she is a former Senior Vice President of Finance and Chief Financial Officer and previously practiced as a CPA before rejoining Buckle full-time in 1987 . Her long operating and finance tenure positions her as a financially literate director with deep institutional knowledge of Buckle’s systems and controls . As of the 2025 proxy, she is classified as an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Buckle, Inc. | Senior VP of Finance & CFO | CFO until July 20, 2017; retired effective Feb 3, 2018 | Led finance operations; experience in public accounting and Buckle’s financial operations |
| The Buckle, Inc. | Corporate office; sales floor | Corporate office starting Nov 1980 (during college); part-time sales; full-time from Nov 1987 | Built finance and operational expertise; returned as full-time employee in 1987 |
| Public Accounting | CPA | 6½ years prior to 1987 | Tax and accounting for Buckle as a client |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Classified as independent in 2025 alongside all non-employee directors; she was the lone non-independent non-employee director in 2024, indicating a change in status year-over-year .
- Committees: Not currently listed on Audit, Compensation, or NGCSR committees; eligible to serve based on independence .
- Attendance: In fiscal 2024 and 2023, no director missed more than 25% of combined Board and committee meetings; all directors attended the June 2024 Annual Meeting, and all attended the June 2023 Annual Meeting except one director (not Rhoads) .
- Executive sessions: Non-employee directors meet in executive session after each quarterly Board meeting; chair rotates alphabetically .
- Governance structure: Separate Chair (founder Daniel J. Hirschfeld) and CEO roles maintained .
Committee memberships (current)
| Committee | Member? |
|---|---|
| Audit | No (eligible) |
| Compensation | No (eligible) |
| Nominating, Governance & CSR | No (eligible) |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (fees earned) | $40,000 | $60,000 (increased effective April 2024) |
| Committee chair fees received | $0 (not chair) | $0 (not chair) |
| Total cash | $40,000 | $60,000 |
Notes:
- Chair fee rates increased in March 2024: Audit Chair $4,000/quarter; Compensation Chair $3,000/quarter; NGCSR Chair $2,000/quarter .
Performance Compensation
Director equity awards under the 2024 Director Restricted Stock Plan (non-employee directors):
- FY 2024 grant accounting (fiscal year ended Feb 1, 2025): Stock awards grant-date fair value $85,455 for Rhoads .
- FY 2023 grant accounting (fiscal year ended Feb 3, 2024): Stock awards grant-date fair value $97,538 for Rhoads .
Director equity award vesting schedule (policy-level detail)
| Award Year | Shares Granted | Vesting Tranches | Vesting Details |
|---|---|---|---|
| 2025 annual award | 3,000 shares | 1,000 immediate; 1,000 at 1-year; 1,000 at 2-year | Time-based vesting; granted to each non-employee director on first day of fiscal year |
| Historical annual award | 2,250 shares | 25% immediate; 25% on each of next 3 anniversaries | Under 2005/2008 director plans prior to 2025 |
Acceleration provisions (director plan):
- Unvested shares vest upon Change in Control, death, disability, or retirement at/after age 67 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public boards | None disclosed |
| Interlocks/conflicts | None disclosed specific to Rhoads; Buckle discloses CEO family relationships (CEO’s son-in-law is CFO) and a founder-related trust loan, not involving Rhoads |
Expertise & Qualifications
- Financial expertise: Former CFO; extensive public accounting experience (CPA) .
- Retail operations familiarity: Decades with Buckle, including store-level exposure; strengthens operational oversight context .
- Independence and eligibility: Meets SEC/NYSE independence standards; eligible for committee service .
Equity Ownership
| Metric | As of Apr 1, 2024 (DEF 14A 2024) | As of Mar 28, 2025 (DEF 14A 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 230,763 | 220,463 |
| % of shares outstanding | <1% (asterisk) | <1% (asterisk) |
| Director stock ownership guideline | 10,000 shares required within 5 years (adopted March 2024) | 10,000 shares required within 5 years; policy reiterated |
| Compliance vs guideline | Exceeds guideline (owns >10,000 shares) |
Policy safeguards:
- Insider Trading Policy prohibits hedging and short sales; enhanced pre-clearance/notification; Section 10b5-1 plan controls .
- Clawback Policy adopted Nov 2023 for executive incentive compensation recovery; not directly applicable to director awards but signals governance rigor .
Governance Assessment
-
Positive signals:
- Independence status improved: Rhoads moved from non-independent (2024) to independent (2025), enhancing committee eligibility and investor confidence .
- Strong ownership alignment: Holds ~220K shares, materially exceeding the 10,000-share director guideline; equity grants continue annually with multi-year vesting .
- Attendance and engagement: No director missed >25% of meetings; Rhoads attended annual meetings in 2023 and 2024 (no exception cited) .
- Separation of Chair/CEO roles and routine executive sessions support board oversight quality .
-
Watch items / potential red flags:
- Very long tenure (director since 1991) may raise questions on refreshment and independence of perspective despite formal independence designation .
- Change-in-control acceleration for director equity could be perceived as entrenchment risk; although common, investors may prefer limited CIC features for directors .
- Founder-related related-party loan (Hirschfeld Family Trust) and family ties between CEO and CFO reflect broader governance complexity; not linked to Rhoads but relevant to overall board context .
-
Compensation structure observations:
- Cash retainer increased from $40,000 to $60,000 in 2024; chair fees raised—market alignment rationale provided .
- No stock options outstanding for directors; equity granted as restricted stock, time-based vesting, improving predictability and alignment .
Director Compensation Summary (Rhoads)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $40,000 | $60,000 |
| Stock Awards – Grant Date Fair Value ($) | $97,538 | $85,455 |
| Options ($) | — | — |
| Total ($) | $137,538 | $145,455 |
Beneficial Ownership Detail (Rhoads)
| As-of Date | Shares | Percent of Outstanding |
|---|---|---|
| Apr 1, 2024 | 230,763 | <1% |
| Mar 28, 2025 | 220,463 | <1% |
Related Policy and Process Highlights
- Stock Ownership Policy adopted March 2024 applies to non-employee directors (10,000-share minimum within 5 years) .
- Insider Trading Policy enhancements (June 2023) include hedging/short sale prohibitions and 10b5-1 plan controls .
- Clawback Policy (Nov 2023) for executive compensation recovery upon restatements .
- Section 16 filings: No delinquent reports noted for Rhoads; late filings cited only for other individuals in 2024 and 2025 .
Conclusion for Investors
- Rhoads now meets independence standards and significantly exceeds ownership guidelines, supporting alignment and board effectiveness .
- Her long tenure and non-performance director equity acceleration on CIC warrant monitoring, but overall governance practices (separate Chair/CEO, executive sessions, robust policies) mitigate risk; absence from committee rosters suggests potential to leverage her finance expertise more directly via committee service in future .