Michael E. Huss
BUCKLEAbout Michael E. Huss
Independent director of The Buckle, Inc. since May 29, 2009; age 70 as of the 2025 proxy. Former General Counsel for Mutual of Omaha Bank and Deputy General Counsel & Corporate Secretary for Mutual of Omaha Companies; previously a partner at Kutak Rock and a certified public accountant in San Diego. Holds a CERT Certificate in Cybersecurity Oversight (Carnegie Mellon), earned January 2024. Serves as Chair of the Audit Committee, meets SEC definition of an audit committee financial expert, and is an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mutual of Omaha Bank | General Counsel | Retired in 2016; joined Mutual of Omaha Companies in 1993 | Legal, compliance, oversight experience applicable to audit and risk |
| Mutual of Omaha Companies | Deputy General Counsel & Corporate Secretary | 1993–2016 (retirement in 2016) | Corporate governance and financial reporting fluency; SEC and GAAP/audit understanding |
| Kutak Rock (law firm) | Partner | Not disclosed (prior to 1993) | Corporate law and audit-related expertise |
| CPA (San Diego, CA) | Certified Public Accountant | Not disclosed | Accounting and auditing standards application to financial reporting |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Committee assignments: Audit Committee Chair; not listed on Compensation or NGCSR committees .
- Independence: Determined independent under NYSE standards; all non-employee directors including Huss are independent .
- Audit Committee financial expert: Huss fulfills the SEC-defined role (financial expert) and chairs the committee .
- Meetings/attendance: FY2024 board met 4 times; Audit Committee met 5; Compensation 5; NGCSR 4. No director was absent from more than 25% of aggregate board and committee meetings; all directors attended the June 2024 annual meeting .
- Executive sessions: Non-employee directors hold executive sessions after each quarterly board meeting; chair rotates alphabetically .
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $60,000 | Non-employee director retainer (increased from $40,000 effective April 2024) |
| Audit Committee Chair fees | $16,000 | $4,000 per quarter for Audit Chair (increased from $3,000 effective April 2024) |
| Total cash fees (FY2024) | $76,000 | Reported for Huss in director compensation table |
| Stock awards (grant-date fair value, FY2024) | $85,455 | Non-vested stock under director plan; aggregate value per director |
| Total compensation (FY2024) | $161,455 | Sum of cash and stock awards |
- Cash elements changes (effective April 2024): director retainer to $60,000; committee chair fees to $4,000 (Audit), $3,000 (Compensation), $2,000 (NGCSR) per quarter .
- Options: No stock options outstanding for any director as of Feb 1, 2025 .
Performance Compensation
| Equity Grant Terms | Shares | Grant Date | Vesting | Plan |
|---|---|---|---|---|
| Annual director equity (FY2024) | Not specified; fair value $85,455 | FY2024 | Time-based vesting under 2005 Director Restricted Stock Plan | 2005 Director Restricted Stock Plan (historical) |
| Annual director equity (FY2025) | 3,000 shares | Feb 2025 | 1,000 immediate; 1,000 at 1-year; 1,000 at 2-year | 2024 Director Restricted Stock Plan |
- Performance metrics: None for director equity grants; awards are time-based (no performance-vesting for directors) .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts | Notes |
|---|---|---|---|
| — | — | — | No other public company boards or interlocks disclosed |
Expertise & Qualifications
- Accounting/audit expertise; prior CPA; meets SEC audit committee financial expert definition .
- Legal and corporate governance background from senior roles at Mutual of Omaha; prior law firm partnership .
- Cybersecurity oversight credential (CERT Certificate, Jan 2024) enhancing audit/risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | As of | Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|
| Michael E. Huss | 32,562 | <1% | March 28, 2025 | Non-employee directors must own 10,000 shares within five years (adopted Mar 2024) | Owns 32,562; meets/exceeds guideline |
- Shares outstanding: 51,159,076 as of March 28, 2025 (basis for percentage presentation in proxy) .
- Options/pledging: No director stock options outstanding; no pledging disclosures specific to Huss in proxy .
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (FY2024) | No late filings disclosed for Huss | Two late Form 4s noted (Fairfield and Molczyk); all others timely |
Governance Assessment
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Strengths:
- Independence and deep audit/legal credentials; designated Audit Committee financial expert and Chair, with cybersecurity oversight certification—supports robust financial and cyber risk oversight .
- Solid engagement: no director missed >25% of meetings; attended 2024 annual meeting; Audit Committee met 5 times in FY2024 .
- Ownership alignment: exceeds the 10,000-share director ownership guideline; ongoing equity grants reinforce alignment; no director options outstanding (reduces repricing risk) .
- Compensation structure: balanced cash retainer plus time-based equity; increases in 2024/2025 aim for market alignment without performance-risk for directors .
-
Watch items:
- Family relationships exist elsewhere on the board (CFO is CEO’s son-in-law), indicating potential broader governance complexity, though not involving Huss; related-party loans to Hirschfeld Family Trust persist (legacy) .
- Director equity is time-based (no performance conditions), which is typical but provides less pay-for-performance signaling for directors; reliance on audit chair role to drive effectiveness .
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Policies supportive of investor confidence:
- Insider Trading Policy enhancements (pre-clearance, hedging restrictions) and executive Clawback Policy reinforce governance tone, though clawback applies to executives rather than directors .
Overall, Huss brings seasoned audit, legal, and cybersecurity oversight to Buckle’s board with clear independence, strong committee leadership, and ownership alignment; no specific conflicts or attendance concerns are disclosed in the proxy .