Kari G. Smith
BUCKLEAbout Kari G. Smith
Executive Vice President of Stores and Director at The Buckle, Inc. (BKE); age 61; director since February 4, 2018; EVP of Stores since February 13, 2014; previously Vice President of Sales since May 2001; joined the company in May 1978 and advanced through store manager, area manager, and district manager roles . Buckle’s executive pay is tied to company-wide performance (Pre-Bonus Net Income, and Net Income from Operations as a % of Net Sales) and long-term equity vesting; the company reports pay-versus-performance transparency including cumulative TSR benchmarking versus the S&P Retail Select Industry Index and use of Pre-Bonus Net Income as the “company-selected measure” . The Board operates with separated Chairman and CEO roles and a majority of independent directors; executive sessions are held after each quarterly meeting, which mitigates dual-role independence concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Buckle, Inc. | Executive Vice President of Stores | 2014–present | Leads store teams and sales management; provides insights into retail trends affecting operations . |
| The Buckle, Inc. | Vice President of Sales | 2001–2014 | Drove sales management development; supported managers and district leaders . |
| The Buckle, Inc. | Store Manager / Area Manager / District Manager | Not disclosed | Built on-the-ground retail leadership; contributed to manager training and meetings . |
| The Buckle, Inc. | Part-time Salesperson | 1978–Not disclosed | Entry into retail operations; foundation for a long internal progression . |
External Roles
No external board or executive roles are disclosed for Ms. Smith in the proxy statement .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 590,000 | 627,000 | 660,000 |
| Cash Bonus ($) | 1,317,585 | 796,750 | 712,500 |
| All Other Compensation ($) | 66,364 | 62,180 | 49,471 |
| Total ($) | 2,697,045 | 2,344,260 | 2,173,975 |
- Executive salaries are reviewed annually; 2024 base salaries were set in January 2024 (Ms. Smith: $660,000) .
- Incentive cash bonuses for 2024 were funded via the 2024 Management Incentive Plan based on Pre-Bonus Net Income; total bonus pool was $5,949,543, with authority for discretionary awards added via a 2025 amendment .
Performance Compensation
| Component | Grant Detail | Performance Metric | Target / Threshold | FY 2024 Outcome | Payout Impact | Vesting Cadence |
|---|---|---|---|---|---|---|
| Performance-based Non-Vested Stock (RSUs) | 2024 grant: 19,800 shares to Kari | Primary: Pre-Bonus Net Income | 50% at Target; +25% at ≥2.5% over Target; +25% at ≥5.0% over Target | All three primary objectives achieved | 100% of granted performance shares eligible for vesting | Vests 20% at certification; 20% at next fiscal YE; 30% at each of next two fiscal YEs |
| Performance-based Non-Vested Stock (RSUs) | 2024 grant: 19,800 shares to Kari | Secondary: Adjusted Net Income from Operations (% of Net Sales) | 25% at ≥12%; +25% at ≥14%; +25% at ≥16%; +25% at ≥20% | Operates independently; greater of primary or secondary calculation applies | Up to 100% eligible depending on threshold attainment | Vests over four years as above |
| Non-performance-based Non-Vested Stock (RSUs) | Annual grants alongside performance RSUs | None | N/A | Eligible for vesting | N/A | 20% vest on grant fiscal YE; 20% next YE; 30% at each of next two YEs |
| Realized Vesting Activity (FY 2024) | Shares Vested | Value Realized ($) |
|---|---|---|
| Kari G. Smith | 19,800 | 910,174 |
- The company has not granted stock options since fiscal 2004 and had no options outstanding for NEOs as of February 1, 2025 .
Equity Ownership & Alignment
| Ownership Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 223,814 | As of March 28, 2025; less than 1% of outstanding . |
| Ownership % of Shares Outstanding | <1% | As disclosed . |
| Non-Vested Shares Outstanding | 37,060 | Market value $1,764,427 as of Feb 1, 2025 . |
| Stock Ownership Guideline (Executive) | 35,000 shares | Adopted March 2024; 5-year compliance period . |
| Current Stock Ownership for Guideline | 170,354 shares | Excludes unvested shares; includes defined categories . |
| Shares Acquired on Vesting (FY 2024) | 19,800 | See vesting table above . |
| Hedging / Short Sales | Prohibited | Insider Trading Policy enhanced in June 2023 . |
| Pledging | Not disclosed | No pledging language disclosed for executives in proxy . |
- Stock Ownership Policy (adopted March 2024) requires executives to meet share ownership levels within five years; Ms. Smith’s current holdings exceed the 35,000-share guideline on the defined basis .
- Clawback Policy (adopted November 2023) enables recovery of incentive-based compensation upon a restatement of earnings .
Employment Terms
| Term | Provision | Implication |
|---|---|---|
| Employment Agreements | None; “no employment contracts” for executives | Employment is at-will; compensation via salary, incentive cash bonus, and non-vested stock . |
| Change-in-Control (CIC) Acceleration | Immediate vesting of non-vested shares (for which performance objectives have been certified) upon CIC; also accelerates if terminated by the Company other than for Good Cause, or resigned for Good Reason | Single-trigger CIC acceleration plus termination-based acceleration; no individual severance multiples disclosed . |
| Good Cause / Good Reason | Defined in restricted stock agreements (e.g., dishonesty/fraud; significant reduction in scope; pay reduction; relocation; plan changes below 90% of prior value) | Governs termination-based acceleration of vesting . |
| Estimated CIC Acceleration Value (Kari) | $1,764,427 | Maximum value of accelerated vesting of non-vested shares as of Feb 1, 2025 . |
| Deferred Compensation | Executive contributions $87,089; registrant contributions $39,121; earnings $594,717; aggregate balance $4,151,626 (FY 2024) | Meaningful deferred comp balance; plan includes company match . |
Board Governance
- Board Service: Director since February 4, 2018; Executive Vice President of Stores .
- Committee Roles: Serves on the Executive Committee with the CEO, CFO, and Chairman; not listed on Audit, Compensation, or NGCSR committees, which are fully independent .
- Independence: As an executive officer, Ms. Smith is not independent; majority of the Board and all standing committees (other than Executive Committee) are composed of independent directors per NYSE standards .
- Leadership Structure: Chairman and CEO roles are separated (Chairman Daniel Hirschfeld; CEO Dennis Nelson) .
- Executive Sessions: Non-employee directors hold executive sessions after each quarterly Board meeting; chair rotates alphabetically .
- Attendance: In fiscal 2024, no Director missed more than 25% of Board and committee meetings; all Directors attended the 2024 Annual Meeting .
Performance & Track Record
| Company Pay vs Performance References | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cumulative TSR – Value of $100 Investment | 176,207 | 191,189 | 250,168 | 242,176 | 330,203 |
| Peer Group TSR – S&P Retail Select Industry Index | 207 | 189 | 168 | 176 | 195,468 |
| Company-Selected Measure: Pre-Bonus Net Income ($000s) | 196,525 | 393,625 | 384,410 | 318,607 | 285,264 |
- Compensation alignment is explicitly tied to Pre-Bonus Net Income and Adjusted Net Income from Operations margins; 2024 grants were fully eligible for vesting based on achievement of primary objectives .
- 2024 bonus pool totaled $5,949,543 under the Management Incentive Plan structure; Ms. Smith’s 2024 bonus was $712,500 .
Compensation Committee Analysis
- Committee composition: Chair John P. Peetz, III; members Hank M. Bounds, Bill L. Fairfield, Bruce L. Hoberman; all independent .
- Governance: Utilizes pay-for-performance; stock ownership requirements; prohibitions on hedging/short sales; clawback policy; no employment contracts or individual severance/CIC arrangements; no stock options .
- Equity plan: 2023 Employee Restricted Stock Plan with performance and time-based vesting structures .
Related Party & Governance Considerations
- Related party: Loans to Hirschfeld Family Trust totaling $1,485,000 outstanding (principal and accrued interest) secured by collateral assignment of a life insurance policy; not related to Ms. Smith .
- Family relationships on management team disclosed (CEO’s son-in-law is CFO; daughter VP of Men’s Merchandising); not related to Ms. Smith .
Investment Implications
- Alignment: Strong alignment via significant current stock ownership (170,354 shares for guideline compliance) and meaningful unvested RSU exposure (37,060 shares; $1.76M acceleration value at CIC), combined with prohibitions on hedging/short sales and a formal clawback policy .
- Incentive Levers: Annual cash bonus and performance RSUs are tied to Pre-Bonus Net Income and operating margin thresholds; discretionary bonus authority adds flexibility but should be monitored for pay-for-performance rigor .
- Selling Pressure: FY 2024 vesting of 19,800 shares with $910,174 realized suggests ongoing periodic vest supply; Insider Trading Policy preclearance and 10b5-1 oversight mitigate opportunistic trading risks .
- Retention & CIC Economics: No employment contract or severance multiples; however, single-trigger CIC acceleration plus termination-based acceleration of RSUs represents meaningful retention and event-driven value—monitor for potential governance scrutiny around single-trigger features .
- Governance: Dual role as executive and director is balanced by majority-independent Board, independent key committees, and separated Chairman/CEO; Executive Committee membership centralizes operating oversight among executives .
- Performance Context: Company TSR outperformed peer index cumulatively; pay-versus-performance disclosures center on Pre-Bonus Net Income, anchoring incentive alignment to profitability metrics rather than pure top-line growth .
Monitoring priorities: upcoming RSU vest dates and volumes, any discretionary bonus adjustments vs. PBNI outcomes, Section 16 trading activity under preclearance/10b5-1 plans, and any amendments to restricted stock agreements affecting CIC acceleration or vesting triggers .