John R. Belk
About John R. Belk
Independent director at Bassett Furniture Industries (BSET); age 66; director since 2016. Private Investor; previously President & Chief Operating Officer of Belk, Inc. (2004–2016). Brings deep retail, real estate, merchandising/marketing, and information security expertise; prior public board experience includes Harris Teeter Supermarkets, Inc. (1997–2014) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Belk, Inc. (department store chain) | President & Chief Operating Officer | 2004–2016 | Led large-scale retail operations; expertise in retail, real estate, technology, information security, merchandising, marketing |
| Harris Teeter Supermarkets, Inc. | Director | 1997–2014 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private Investor | Investor | Current | Current occupation per BSET proxy |
| Other public company boards (last 5 years) | — | — | No additional public company directorships disclosed in the last five years for Belk in the BSET director biographies table |
Board Governance
- Independence: The Board determined Mr. Belk is independent under NASDAQ standards .
- Committee assignments:
- Audit Committee member; Board designates him an SEC “audit committee financial expert” .
- Attendance and engagement:
- Board met 4 times in FY2024; Audit Committee met 6 times; OCN Committee met 3 times .
- Each director attended at least 75% of Board and applicable committee meetings; all eight directors attended the 2024 annual meeting .
- Board leadership context: CEO is also Chair (Spilman); Lead Independent Director role held by William C. Warden, Jr., who sets agendas with the Chair, liaises with committee chairs, and presides in executive sessions .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Non-employee director retainer |
| Committee chair/Lead Independent Director fees | $0 | Not a committee chair or Lead Independent Director |
| Total cash (FY2024 director comp table) | $55,000 | Fees earned/paid in cash |
Performance Compensation (Director)
| Grant date | Instrument | Shares/Units | Grant-date fair value | Vesting | Plan/Notes |
|---|---|---|---|---|---|
| 2024-03-06 | Restricted Stock | 2,587 | $39,995 | Vests 2025-03-06 | Granted under 2021 Stock Incentive Plan; grant-date price $15.46 |
| Total equity (FY2024 director comp table) | — | — | $39,995 | — | Annual grant size for non-employee directors was $40,000 RS following 2024 annual meeting |
- Change-in-control treatment: Under the 2021 Stock Incentive Plan, options and restricted stock vest on a “double-trigger” (qualifying termination within two years post-CIC) unless awards are not assumed in the transaction .
- Director stock ownership guideline: Minimum holding value equal to 5x prior-year retainer and fees; all non-employee directors are in compliance as of FY2024 .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Dates |
|---|---|---|---|
| Harris Teeter Supermarkets, Inc. | Prior | Director | 1997–2014 |
| Other public boards (last 5 years) | — | — | None disclosed for Belk in the BSET proxy |
Expertise & Qualifications
- Retail operations leadership (Belk, Inc.) and public company board experience (Harris Teeter) .
- Specific skills cited by the Board: retail, real estate, emerging technologies, information security, merchandising and marketing .
- Audit committee financial expert designation by the Board .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | As-of Date |
|---|---|---|---|
| John R. Belk | 41,047 | <1% | Record date 2025-01-23; outstanding shares 8,788,356 |
- Anti-hedging/pledging: Company policy prohibits hedging transactions and pledging of Company stock by officers and directors .
- Director stock ownership guideline: 5x retainer/fees; all non-employee directors in compliance as of FY2024 .
Insider Filings and Notable Equity Events
| Date | Filing/Event | Summary | Source |
|---|---|---|---|
| 2024-03-06 | Director RS grant | 2,587 restricted shares at $15.46 grant-date fair value; vesting 2025-03-06 | |
| 2024-03-08 | Form 4 filed | Reported insider transaction by John R. Belk (likely reflecting the 3/6/24 RS grant) | |
| 2024-08-13 | Form 4 filed | Reported insider transaction by John R. Belk | |
| 2025-03-14 | Form 4 filed | Reported insider transaction by John R. Belk |
Note: For 3/6/2024 director equity grant, share count, price and vesting are disclosed in the proxy; specific Form 4 line items for other dates should be reviewed in the linked filings for transaction codes/prices .
Related-Party Transactions (Belk-specific)
- The proxy lists related-party employment and an investment with an affiliate of a 5% holder; no transactions identified that involve John R. Belk .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval received approximately 97% of votes cast, indicating strong shareholder support for compensation practices (context for governance environment) .
Governance Assessment
- Strengths:
- Independent director; Audit Committee member and SEC-designated “financial expert,” enhancing financial oversight .
- Positive engagement/attendance: all directors met at least 75% threshold; attended the 2024 annual meeting .
- Ownership alignment: meaningful personal stake (41,047 shares), director equity is time-vested; director ownership guideline compliance; anti-hedging/pledging in place .
- Potential concerns/mitigants:
- Combined CEO/Chair structure could concentrate authority; mitigated by an active Lead Independent Director with defined responsibilities .
- Conflicts/Red flags:
- No Belk-related party transactions disclosed; director anti-pledging policy reduces alignment risk; no director meeting attendance issues disclosed for Belk .