J. Walter McDowell
About J. Walter McDowell
Independent Director of Bassett Furniture Industries (director since 2011), age 74, with 35+ years at Wachovia culminating as CEO, Carolinas/Virginia Banking (2005–2007). Current occupation: Private Investor and Business Consultant. The Board designates him an “audit committee financial expert,” reflecting deep banking/financial oversight experience and assigns him to the Audit Committee; the Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wachovia Corporation | CEO, Carolinas/Virginia Banking | 2005–2007 | 35+ years at Wachovia; banking, risk, balance sheet expertise applicable to audit oversight |
| — | — | — | — |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Private practice | Private Investor; Business Consultant | Not specified | Current occupation |
| Other public company boards | None disclosed (past five years) | — | Proxy biographies list public directorships; none shown for McDowell |
Board Governance
- Independence: The Board determined McDowell is independent under NASDAQ rules .
- Committees: Audit Committee member; designated an SEC “audit committee financial expert” by the Board .
- Committee leadership: Not a chair; Audit Chair is Kristina Cashman; OCN (Organization, Compensation & Nominating) Chair is William C. Wampler, Jr.; Lead Independent Director is William C. Warden, Jr. .
- Meeting cadence and attendance: Board met 4 times in FY2024; Audit Committee met 6 times. Each director attended at least 75% of Board and committee meetings; all eight directors attended the last annual meeting .
| Committee | Role | Chair? | Financial Expert? | FY2024 Meetings |
|---|---|---|---|---|
| Audit | Member | No | Yes (Board-designated) | 6 |
Fixed Compensation
- Structure: Non-employee director annual retainer $55,000; additional retainers: Lead Independent Director $15,000, Audit Chair $10,000, OCN Chair $5,000. Each non-employee director also received an annual $40,000 restricted stock grant following the 2024 annual meeting; employees receive no director pay .
| Component | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Fees earned or paid in cash ($) | 55,000 | 55,000 | 55,000 |
| Notes | Retainer; no chair/lead fees applied to McDowell | Retainer; no chair/lead fees applied | Retainer; no chair/lead fees applied |
Performance Compensation
- Director equity consists of time-vested restricted stock (no options, no performance metrics). Annual grant intended at $40,000 value under the 2021 Stock Incentive Plan .
| Grant Date | Shares Granted | Grant-Date Fair Value ($/sh) | Total Grant-Date Fair Value ($) | Vest Date |
|---|---|---|---|---|
| Mar 9, 2022 | 2,257 | 17.72 | 39,994 | Mar 9, 2023 |
| Mar 8, 2023 | 2,159 | 18.52 | 39,985 | Mar 8, 2024 |
| Mar 6, 2024 | 2,587 | 15.46 | 39,995 | Mar 6, 2025 |
No performance-based equity or options for directors are disclosed; equity awards are time-vested restricted stock .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for McDowell in the last five years (proxy biographies list such roles if any) .
- Interlocks/Related-party exposure: Proxy identifies related-person transactions (e.g., certain executive family employments, investment with a 5%+ holder’s affiliate); none involve McDowell .
Expertise & Qualifications
- Banking/financial oversight: 35+ years at Wachovia; CEO of a major regional banking division (Carolinas/Virginia) .
- Audit oversight: Board-designated “audit committee financial expert” .
- Strategic/financial acumen valued for balance sheet stewardship and banking relationships per Board’s biography rationale .
Equity Ownership
| As of | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Jan 23, 2025 | 18,463 | <1% | Director/table of beneficial ownership; less than 1% per proxy |
- Director ownership guidelines: Non-employee directors should not sell Company stock until holding a minimum value equal to 5× the prior year’s annual retainer and fees; all non-employee directors were in compliance as of fiscal 2024 year-end .
- Anti-hedging/pledging: Company prohibits hedging transactions involving, and pledging of, Company stock by officers and directors .
Governance Assessment
- Strengths: Independent director with deep banking/financial credentials; Audit Committee member and SEC “financial expert”; consistent attendance threshold met; stable, conservative director pay mix (cash retainer + time-vested RSUs); ownership aligned via shares held and stringent 5× retainer ownership guideline; hedging/pledging prohibited .
- Conflicts/Red flags: None identified specific to McDowell in the latest proxy (no related-party transactions; no pledging disclosed) .
RED FLAGS: None identified from proxy disclosures for McDowell (no related-party ties; independence affirmed; attendance threshold met) .
Citations:
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