Thomas B. Heacock
BUCKLEAbout Thomas B. Heacock
Thomas B. Heacock (age 47) is Senior Vice President of Finance, Treasurer, Chief Financial Officer, and a Director of The Buckle, Inc. He has been a Director since December 4, 2017, was appointed CFO on July 20, 2017, and has been employed by Buckle since October 2003; prior to joining, he worked at Ernst & Young LLP. He is the son‑in‑law of CEO Dennis H. Nelson, creating a familial related‑party tie while serving as both an executive officer and Board member. Buckle’s 5‑year cumulative TSR reached 330 vs. 203 for the S&P Retail Select Industry Index peer benchmark in 2024; 2024 Net Income was $195,468k and Pre‑Bonus Net Income $285,264k, with executive incentives explicitly tied to Pre‑Bonus Net Income, aligning pay with profitability growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Buckle, Inc. | Senior VP Finance, Treasurer, CFO | Effective Feb 4, 2018–present | Oversees finance and capital allocation; long‑term incentive design and execution . |
| The Buckle, Inc. | CFO (appointed) | Jul 20, 2017–Feb 4, 2018 | Transition to CFO; led finance function . |
| The Buckle, Inc. | VP Finance, Treasurer & Corporate Controller | Pre‑2017–Jul 20, 2017 | Expanded internal controls and reporting; succession into CFO . |
| The Buckle, Inc. | Joined company | Oct 2003 | Progressive finance leadership roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Professional staff (unspecified) | Prior to Oct 2003 | Public accounting background relevant to CFO role . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 520,000 | 555,000 | 595,000 |
| Other Compensation ($) | 95,553 (401k/deferred match, etc.) | 95,159 | 84,747 (incl. $38,629 personal aircraft use) |
Notes: The company provides standard benefits, a qualified 401(k) match, and a non‑qualified deferred compensation match; perquisites are limited, with personal aircraft use disclosed for the CEO and CFO .
Performance Compensation
Cash Incentive (Annual)
- Plan design: 2024 Management Incentive Plan funded primarily by Pre‑Bonus Net Income (Base Amount = 1.2% of Pre‑Bonus NI; incremental % of excess above Target); total 2024 bonus pool $5,949,543 .
- Discretion: 2024 plan amended to allow discretionary awards by the Compensation Committee (8‑K filed Feb 3, 2025) .
- Executive metric rationale: Pre‑Bonus Net Income chosen for alignment with EPS and shareholder value .
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Actual Cash Bonus ($) | 1,213,565 | 733,849 | 656,250 |
| Key Performance Metric | Pre‑Bonus Net Income | Pre‑Bonus Net Income | Pre‑Bonus Net Income |
Equity Incentives (Restricted Stock)
- Instruments: Performance‑based and non‑performance‑based Non‑Vested Stock (no stock options) .
- 2024 grant: 18,400 shares (grant date 2/4/2024) .
- Performance gates (primary): vesting eligibility tiers at Target Pre‑Bonus Net Income (50%), +2.5% (25%), +5.0% (25%); secondary gates based on Net Income from Operations margin thresholds (12%, 14%, 16%, 20%), operating independently; company achieved all three primary objectives for 2024, making 100% of performance shares eligible to vest .
- Vesting schedules:
- Performance shares: 20% at performance certification date; then 20%, 30%, 30% at successive fiscal year‑ends .
- Time‑based shares: 20% at grant fiscal year‑end; then 20%, 30%, 30% at successive fiscal year‑ends .
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Pre‑Bonus Net Income (Primary) | Not disclosed | Target / +2.5% / +5.0% thresholds | Achieved all primary thresholds; 100% of performance shares eligible to vest | 20% at certification; 20%/30%/30% over 4 years |
| Adj. Net Income from Operations as % of Net Sales (Secondary) | Not disclosed | ≥12%, ≥14%, ≥16%, ≥20% | Operates independently to determine eligible shares (up to 100%) | 20%/20%/30%/30% over 4 years |
| Equity Grants (FY 2024) | Shares | Grant Date Fair Value ($) |
|---|---|---|
| Non‑Vested Stock (total) | 18,400 | 698,832 |
| Shares Vested in FY 2024 | Shares | Value Realized ($) |
|---|---|---|
| Non‑Vested Stock vested | 18,400 | 845,432 |
Equity Ownership & Alignment
| Ownership Detail (as of Mar 28, 2025 unless noted) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 507,896 (1.0% of outstanding) |
| Shares Outstanding | 51,159,076 |
| Non‑Vested (Unvested) Shares at FY‑end (2/1/2025) | 34,480; market value $1,641,593 |
| Stock Ownership Policy Minimum (shares) | 35,000 |
| Current Ownership per Policy Definition (excludes unvested) | 458,216 |
| Hedging/Short‑swing trading restrictions | Enhancements adopted June 2023; pre‑clearance and 10b5‑1 plan controls; hedging restricted |
Stock ownership guidelines were adopted in March 2024 for executives and directors; Heacock’s counted ownership (458,216) exceeds the 35,000‑share requirement within the 5‑year compliance window .
Employment Terms
| Item | Terms / Economics |
|---|---|
| Employment Agreement | None; no fixed‑term employment contracts |
| Individual CIC/Severance | None; no individual change‑in‑control or severance arrangements |
| Equity Acceleration on CIC or Termination | Immediate vesting of all non‑vested shares for which performance is achieved and certified upon Change in Control; also accelerates if terminated by Company without Good Cause or resigns for Good Reason |
| Good Cause / Good Reason | Defined in equity agreements (e.g., dishonesty, pay/location changes, plan changes below 90% of value) |
| Estimated CIC Acceleration Value (2/1/2025) | $1,641,593 (non‑vested shares) |
| Clawback Policy | Adopted Nov 2023 for recovery of cash/equity after any restatement |
| Deferred Compensation | 2024 contributions: Exec $79,669; Company $35,768; earnings $216,825; year‑end balance $1,379,587 |
| Perquisites | Limited; 2024 personal aircraft use valued at $38,629 |
Board Governance and Director Service
| Attribute | Details |
|---|---|
| Board Service | Director since Dec 4, 2017 |
| Committees | Executive Committee member (with Chairman, CEO, EVP Stores) |
| Independence | Non‑employee directors are independent; Heacock is an employee director and not listed among independent directors |
| Attendance | No director missed >25% of Board/committee meetings in FY 2024 |
| Leadership Structure | Separate Chairman (Daniel J. Hirschfeld) and CEO (Dennis H. Nelson) |
| Executive Sessions | Non‑employee directors hold executive sessions after each quarterly Board meeting |
| Related Party Considerations | Heacock is CEO’s son‑in‑law; combined 2024 cash compensation for Heacock and CEO’s daughter (VP Men’s Merchandising) totaled $2,011,250 |
Multi‑Year Compensation Summary (Named Executive Officer)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 520,000 | 555,000 | 595,000 |
| Bonus ($) | 1,213,565 | 733,849 | 656,250 |
| Stock Awards ($) | 671,968 | 797,640 | 698,832 |
| All Other Comp ($) | 95,553 | 95,159 | 84,747 |
| Total ($) | 2,501,086 | 2,181,648 | 2,034,829 |
Performance and Alignment Indicators
| Measure | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cumulative TSR ($100 start) | 176 | 191 | 250 | 242 | 330 |
| Peer Group TSR (S&P Retail Select Industry Index) | 207 | 189 | 168 | 176 | 203 |
| Net Income (thousands $) | 130,139 | 254,820 | 254,626 | 219,919 | 195,468 |
| Pre‑Bonus Net Income (thousands $) | 196,525 | 393,625 | 384,410 | 318,607 | 285,264 |
Compensation Structure Analysis
- Mix and risk: Buckle emphasizes performance alignment via Pre‑Bonus Net Income for both annual cash and performance share eligibility; no stock options; minimum vesting standards; stock ownership requirements; hedging prohibited; clawback in place .
- Discretionary element: 2024 amendment added Committee discretion to grant bonuses, which can weaken formulaic pay‑for‑performance if overused .
- Equity design: Predominantly performance‑based RS with multi‑year vesting (20/20/30/30) that supports retention but can create periodic sell pressure on vest dates; 100% of 2024 performance shares eligible to vest due to metric achievement .
Vesting Schedules and Potential Selling Pressure
| Award | Grant Date | Shares | Vesting Detail |
|---|---|---|---|
| 2024 Non‑Vested Stock | 2/4/2024 | 18,400 | Performance‑based: 20% at certification; then 20%/30%/30% at fiscal year‑ends. Time‑based: 20% at FY end; then 20%/30%/30% . |
| Unvested Balance at 2/1/2025 | — | 34,480 | Market value $1,641,593; no options outstanding . |
Policy overlays: Insider Trading Policy requires pre‑clearance and addresses 10b5‑1 plans; hedging restricted, reducing adverse alignment risk even as shares deliver on vest .
Governance, Related Parties, and Risk Indicators
- Dual role and independence: Heacock is an employee director and CEO’s son‑in‑law; he is not an independent director by NYSE standards (only non‑employee directors are classified as independent) .
- Related party ties: Aggregate 2024 cash compensation for Heacock and the CEO’s daughter (VP Men’s Merchandising) was $2,011,250; legacy loans exist with the Hirschfeld Family Trust (Chairman/family), secured by a life insurance policy, at 5% interest (principal $600k; accrued interest $885k) .
- Change‑in‑control terms: Single‑trigger equity acceleration on CIC (for certified performance shares), plus acceleration on termination without Cause/for Good Reason; estimated value for Heacock $1.64m at FY‑end 2024 .
- Controls: Clawback (Nov 2023), stock ownership policy (Mar 2024), hedging restrictions and 10b5‑1 governance (Jun 2023) are positives for alignment .
Board Service Details (Director‑Specific)
- Committee roles: Member of Executive Committee; not listed on Audit, Compensation, or NGCSR committees, which are fully independent .
- Attendance: No director missed more than 25% of Board/committee meetings in FY 2024 .
- Executive sessions: Non‑employee directors hold executive sessions after each regular quarterly Board meeting .
Investment Implications
- Alignment and incentives: Heacock’s pay is tightly linked to Pre‑Bonus Net Income (cash bonus + performance share eligibility), with meaningful personal ownership (507,896 shares; 1.0% of shares outstanding) and a formal ownership requirement he already exceeds, signaling strong alignment and reduced near‑term retention risk .
- Supply/vesting dynamics: Multi‑year 20/20/30/30 vesting on sizable grants (18,400 shares in 2024; 34,480 unvested at FY‑end) combined with hedging restrictions suggests periodic, manageable sell pressure around vesting dates rather than option‑driven bursts (the company has not granted options) .
- Governance considerations: Dual role (CFO + Director) and familial relationship with the CEO elevate independence/related‑party scrutiny; however, risk‑mitigation frameworks (clawback, stock ownership policy, insider trading controls) offer counterbalance .
- Change‑of‑control posture: Single‑trigger equity acceleration (for certified performance awards) implies potential dilution/supply upon a transaction; Heacock’s indicated acceleration value of ~$1.64m quantifies exposure .
- Performance backdrop: Strong 5‑year TSR outperformance vs. retail peer index and continued use of profitability‑based metrics support a pay‑for‑performance narrative under Heacock’s finance leadership, though recent net income has normalized from post‑pandemic peaks .