Shruti S. Joshi
BUCKLEAbout Shruti S. Joshi
Shruti S. Joshi (age 46) has served as an independent director of The Buckle, Inc. since December 5, 2022. She is President and Chief Operating Officer of Facet, leading go-to-market strategy, client experience, and new revenue initiatives; previously an equity partner at Altman Vilandrie & Company (Altman Solon) and an executive at Verizon Communications focused on acquisition growth for FiOS and core network products . She serves on Buckle’s Audit Committee and the Nominating, Governance, and Corporate Social Responsibility (NGCSR) Committee, and is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altman Vilandrie & Company (now Altman Solon) | Equity Partner; built and ran Marketing ROI Practice | Prior to Facet (dates not specified) | Led analytics-focused marketing ROI; relevant to consumer growth and performance management |
| Verizon Communications | Executive leading new acquisition growth for consumer FiOS and core network products | Prior to Altman Vilandrie (dates not specified) | Acquisition growth leadership; consumer marketing and product expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Facet (Facet Wealth, Inc.) | President & COO | August 2021–present | Operational and marketing leadership; listed as COO and Director at Facet Wealth (private) |
Board Governance
- Committee assignments: Audit Committee member; NGCSR Committee member .
- Independence: Identified by the Board as a non-employee independent director under NYSE listing standards .
- Attendance: In fiscal 2024, the Board held 4 meetings; Audit 5; NGCSR 4; Compensation 5. No director missed more than 25% of aggregate Board/committee meetings; all directors attended the June 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session after each quarterly Board meeting; session chair rotates alphabetically .
- Committee chairs: Audit—Michael E. Huss; Compensation—John P. Peetz, III; NGCSR—Angie J. Klein .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024 (fiscal year ended Feb 1, 2025) | 60,000 | 0 (not a chair) | Not disclosed | Non‑employee director cash retainer increased to $60,000 annually effective April 2024; chair fees only for committee chairs (Audit $4,000/qtr; Compensation $3,000/qtr; NGCSR $2,000/qtr) |
Performance Compensation
| Fiscal Year | Stock Awards ($, grant-date fair value) | Annual Director Equity Grant (shares) | Vesting Schedule | Performance Metrics Tied to Director Equity |
|---|---|---|---|---|
| 2024 (fiscal year ended Feb 1, 2025) | 85,455 | 3,000 shares granted Feb 2025 to each non‑employee director | 1,000 vested at grant; 1,000 on first anniversary; 1,000 on second anniversary | None; director awards vest time‑based only (no performance conditions) |
Directors did not receive stock options; as of Feb 1, 2025, no director had options outstanding .
Other Directorships & Interlocks
| Company | Listing Status | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Facet (Facet Wealth, Inc.) | Private | President & COO; listed as Director | Not disclosed | No Buckle‑disclosed related‑party transactions with Facet; business domains differ (retail apparel vs. financial advice/wealth tech) . |
Expertise & Qualifications
- Marketing, growth, and ROI analytics expertise from Altman Solon and Verizon; operational scaling at Facet .
- Governance skill coverage: Audit Committee member; Board highlights her insight in marketing and financial matters .
- Sector exposure: Consumer/telecom/technology services; complements Buckle’s retail marketing oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Guideline | Guideline Compliance Window |
|---|---|---|---|---|
| Shruti S. Joshi | 8,250 | <1% | Non‑employee directors must own 10,000 shares | Within five years following the first record date after March 2024 policy adoption |
- Shares outstanding: 51,159,076 as of March 28, 2025 .
- Pledging/hedging: Insider Trading Policy prohibits hedging and certain trading behaviors; enhanced pre‑clearance and 10b5‑1 controls implemented (June 2023 enhancements) .
- Section 16 compliance: All reporting persons complied timely in fiscal 2024 except one late Form 4 each by Bill L. Fairfield and Kelli D. Molczyk; no late filings noted for Joshi .
Governance Assessment
- Alignment and incentives: Mix skews toward equity ($85,455 grant-date fair value vs $60,000 cash), plus mandatory ownership guideline (10,000 shares), reinforcing long-term alignment; time-based vesting without performance metrics reduces risk of short-termism but limits explicit pay-for-performance linkage for directors .
- Independence and engagement: Independent status, dual committee membership (Audit, NGCSR), and acceptable attendance signal effective oversight participation .
- Expertise contribution: Marketing and growth background is relevant to Buckle’s consumer-facing strategy; Audit membership broadens financial oversight breadth, though she is not designated the committee’s “financial expert” (that role is held by Huss) .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Joshi; no family relationships; broader company related-party items exist (Hirschfeld Family Trust loan; familial ties between CEO Dennis Nelson and CFO Thomas Heacock) but not linked to Joshi—reduces direct conflict risk for her .
- Policy safeguards: Stock Ownership Policy and Clawback Policy cover executives and directors; Insider Trading controls enhanced, curbing hedging risks—positive governance signals .
- Red flags: None specific to Joshi. Company-level items to monitor include concentrated founder ownership and family relationships among executives, but Joshi’s independence and committee roles mitigate personal conflict concerns .