Donald Ratajczak
About Donald Ratajczak
Dr. Donald Ratajczak, age 82, is an independent Class III director of Crown Crafts, Inc. and has served on the Board since 2001, bringing deep macroeconomic and financial oversight expertise to the company . He is a retired consulting economist (1983–2018, most recently Raymond James), a Regent’s Professor Emeritus at Georgia State University, and founder/former Director of the Economic Forecasting Center, underscoring strong credentials in financial analysis and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia State University (Robinson College of Business) | Regent’s Professor (Economics); Regent’s Professor Emeritus | Professor/Associate Professor 1973–1997; Regent’s Professor 1997–2000; Emeritus thereafter | Founded and led the Economic Forecasting Center (1973–2000), strengthening economic forecasting rigor |
| Economic Forecasting Center (Georgia State) | Founder and Director | 1973–2000 | Built a respected forecasting capability used by institutions and companies |
| Brainworks Ventures, Inc. | Chairman & CEO | 2000–2003 | Enterprise development leadership with strategic/financial oversight |
| Raymond James and other institutions | Consulting Economist | 1983–2018 | Provided macroeconomic analysis for financial institutions/investment banks |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Ruby Tuesday | Director | 1981–2012 | Long-standing public board experience in consumer/restaurant sector |
| AssuranceAmerica | Director | 2003–2015 | Financial services/insurance governance experience |
| Citizens Bancshares | Director | 2003–2014 | Banking governance and audit perspectives |
No current public company directorships are listed in the proxy biography, limiting interlock risk at present .
Board Governance
- Independence: The Board determined Dr. Ratajczak is independent under SEC and Nasdaq standards; all non-employee directors were independent in FY2025 .
- Committees and roles (FY2025):
- Audit Committee: Chair; the Board designated him an “Audit Committee financial expert” based on accounting and financial management expertise .
- Nominating, Governance & Ethics Committee: Member .
- Capital Committee: Member .
- Attendance: Board met 6 times; committees met Audit (4), Compensation (3), Nominating (3), Capital (4); each director attended all Board and applicable committee meetings; all Board members attended the 2024 Annual Meeting .
- Board leadership: The Chairman (Zenon S. Nie) is an independent director; CEO and Chair roles are separated to enhance oversight .
- Insider policy: Prohibits hedging, short sales, options/derivatives in Company stock, and pledging; also includes 10b5-1 plan guidelines and blackout procedures .
| Committee | Membership | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Yes | Yes | 4 |
| Nominating, Governance & Ethics | Yes | No | 3 |
| Capital | Yes | No | 4 |
Fixed Compensation
| Component | Structure / Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid monthly; applies to all non-employee directors |
| Audit Committee Chair fee | $20,000 | Increased from $12,000 in FY2025 |
| Committee meeting fees | $1,000 per committee meeting | No fees for Board meetings; he attended all 11 committee meetings (4+3+4) in FY2025 = $11,000 |
| Cash fees earned (FY2025) | $81,000 | Consistent with retainer + chair fee + meeting fees |
| Annual equity retainer | Target $100,000 | Increased from $75,000 in FY2025 |
| FY2025 Director Equity Grant | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| Restricted Stock (Aug 2024) | 20,294 | $94,976 | Vests on the earlier of Aug 15, 2025 or immediately prior to the 2025 Annual Meeting |
The equity grant was determined by dividing the $100,000 equity retainer by the average closing price over the 20 trading days prior to the 2024 Annual Meeting; fair value computed under ASC 718 using grant-date price of $4.68 .
Performance Compensation
| Metric | Applicability to Director Pay | Detail |
|---|---|---|
| Performance-based metrics | Not used | Non-employee director compensation comprises cash retainers/fees and time-based restricted stock grants; Company did not grant options to directors in FY2025 . |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None listed in proxy biography (reducing interlock risk) |
| Prior public boards | Ruby Tuesday (1981–2012), AssuranceAmerica (2003–2015), Citizens Bancshares (2003–2014) |
| Shared directorships | Not disclosed in proxy; no identified overlaps with competitors/suppliers/customers . |
Expertise & Qualifications
- Audit Committee financial expert designation by the Board, reflecting accounting and financial management expertise .
- Decades of macroeconomic analysis experience; academic leadership at Georgia State; founded and directed the Economic Forecasting Center .
- Long Crown Crafts board tenure since 2001, contributing institutional knowledge and continuity .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Donald Ratajczak | 255,576 | 2.4% | As of record date June 13, 2025; figures per SEC beneficial ownership rules |
| Unvested restricted stock (FY2025 director grant) | 20,294 | n/a | Vests Aug 15, 2025 or immediately prior to the Annual Meeting; these were the only unvested shares held by non-employee directors at FY2025-end |
- Director stock ownership guideline: Minimum holding of 3x annual cash retainer within five years of election; all directors have met/exceeded or are on track to meet guidelines as of FY2025 .
- Hedging/pledging: Prohibited by policy; no pledging practices disclosed in proxy .
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; perfect attendance; material personal ownership aligning interests; robust insider trading/anti-hedging/anti-pledging policy .
- Compensation alignment: Equity retainer and restricted stock encourage longer-term alignment; no options granted to directors in FY2025; ownership guidelines enforced .
- Potential watch items: Very long tenure (since 2001) and advanced age (82) may prompt investor focus on board refreshment and succession planning, though the company emphasizes continuity and institutional knowledge benefits .
- Conflicts/related-party: Proxy describes a formal related-party transaction review policy; no specific related-party transactions involving directors are described for FY2025 in the proxy .
Insider Filings (Administrative Note)
| Date | Filing | Detail |
|---|---|---|
| Aug 16, 2024 | Form 4 | Initially reported 15,221 restricted shares granted to non-employee directors; incorrect for FY2025 grant |
| Aug 21, 2024 | Form 4/A | Corrected to 20,294 restricted shares granted per FY2025 director equity program |