Patricia Stensrud
About Patricia Stensrud
Independent Class III director of Crown Crafts, Inc. (CRWS); age 77; director since 2011 with current term expiring at the 2026 Annual Meeting . Background includes Managing Director at Avalon Securities (since 2016), founder of Hudson River Partners, former President of A&H Worldwide (2011–2015), senior roles at Tommy Hilfiger USA, Victoria + Co (Jones Apparel Group), Avon Products, and IBM; NACD Board Leadership Fellow . The Board determined she is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A&H Worldwide | President | May 2011–Nov 2015 | Led global packaging operations (US/China/UK) |
| Hudson River Partners | Founder & Managing Partner | Dec 2005–Dec 2010 (M&A focus in fashion/accessories); ongoing investment/advisory | M&A execution and advisory |
| Tommy Hilfiger USA | President, Women’s Sportswear Division | Jan–Nov 2005 | Division leadership pre-HQ relocation to Amsterdam |
| Victoria + Co (Jones Apparel Group) | Chief Executive Officer | Prior to 2005 | Consumer goods leadership |
| Avon Products; IBM | Leadership positions | Prior to 2005 | Consumer/technology operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avalon Securities Ltd. | Managing Director | Since 2016 | Boutique investment bank; lower/mid-market advisory |
| Hudson River Partners, LLC | Founder & Managing Partner | Ongoing | Advisory and real estate investments |
| Girl Scouts Council of Greater New York | Board Chair Emeritus | — | Non-profit leadership |
| Christopher & Banks Corporation | Director | 2011–June 2016 | Former public company board service (apparel retail) |
Board Governance
- Independence: Independent director; Board majority independent; all CRWS committees satisfy independence requirements .
- Committee assignments (FY2025): Audit Committee (member), Compensation Committee (member), Capital Committee (Chair) .
- Attendance: Board met 6 times; each director attended all Board and committee meetings; executive sessions with the independent auditor at each Audit Committee meeting .
- Board leadership: Independent Chairman; CEO and Chair roles separated; Lead Independent Director framework defined if needed .
| Committee | Role | FY2025 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 4 | 100% for all members |
| Compensation | Member | 3 | 100% for all members |
| Capital | Chair | 4 | 100% for all members |
Fixed Compensation
| Component | Detail | FY2025 Amount | Notes |
|---|---|---|---|
| Annual Cash Retainer | Board member | $50,000 | Paid monthly |
| Chair Fee | Capital Committee Chair | $5,000 | FY2025 chair fee |
| Meeting Fees | $1,000 per committee meeting attended | $11,000 | 11 total committee meetings across Audit (4), Compensation (3), Capital (4) × $1,000 |
| Cash Total (as reported) | — | $66,000 | Fees earned/paid in cash |
| Annual Equity Retainer | Restricted stock grant | 20,294 shares; grant date fair value $94,976 | Granted Aug 2024; vests earlier of Aug 15, 2025 or day before 2025 Annual Meeting; annual equity retainer increased to $100,000 program value |
Performance Compensation
| Performance Component | Metric | Target | Outcome |
|---|---|---|---|
| None disclosed for directors | — | — | Director equity is time-based restricted stock; no PSUs/options or performance-linked metrics in director program |
Other Directorships & Interlocks
| Company | Sector | Role | Years | Interlock/Conflict Considerations |
|---|---|---|---|---|
| Christopher & Banks Corporation | Apparel retail | Director | 2011–2016 | Prior public board; no current CRWS-related transactions disclosed |
- Service on other boards: CRWS encourages limiting outside boards; audit committee members capped on external audit committees .
- Related-party transactions policy: Audit Committee reviews and must approve transactions >$120,000 involving directors/executives; no transactions disclosed for FY2025 .
Expertise & Qualifications
- Consumer goods and apparel operating expertise; international operations (US/China/UK) .
- Strategic/M&A advisory experience (Hudson River Partners; Avalon Securities) .
- Board governance credential: NACD Board Leadership Fellow .
- Brings retailer/supplier perspective cited by the Board as valuable .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Patricia Stensrud | 119,895 | 1.1% | As of record date June 13, 2025; based on 10,567,543 shares outstanding |
| Unvested Restricted Stock (FY2025) | 20,294 | — | Director grant Aug 2024; only unvested shares held by non-employee directors as of Mar 30, 2025; vests Aug 15, 2025 or before Annual Meeting |
| Stock Ownership Guidelines (Directors) | Min. 3× annual cash retainer | — | All directors met or are on track within 5 years |
| Hedging/Pledging | Prohibited | — | No short-selling, derivatives, hedging, or pledging allowed under Insider Trading Policy |
Insider Trades
| Date | Form | Transaction | Shares/Value | Notes |
|---|---|---|---|---|
| Aug 14, 2024 | Form 4 | Grant of restricted stock under 2021 Plan | 20,294 shares; grant date fair value $94,976 | Annual director equity retainer; vest on earlier of Aug 15, 2025 or day before 2025 Annual Meeting |
| Aug 16, 2024; amended Aug 21, 2024 | Form 4; Form 4/A | Correction to reported grant | Corrected to 20,294 shares | Initial Form 4 incorrectly reported 15,221 shares; Form 4/A filed to correct |
Governance Assessment
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Alignment: Strong ownership (119,895 shares; 1.1%) with director stock ownership guideline compliance; equity retainer provides continuing exposure; hedging/pledging prohibited—positive alignment .
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Engagement: 100% attendance at Board and all committees; Audit Committee held executive sessions with the auditor at each meeting—positive oversight .
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Skills fit: Audit and Compensation committee roles plus Capital Committee chairship leverage her finance and consumer goods background; Board explicitly values her retailer/supplier perspective .
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Compensation mix: FY2025 cash $66,000 and equity $94,976 suggest heavier equity component, supporting long-term alignment; program increased equity retainer to $100,000 and chair fees—monitor pay inflation vs governance outcomes .
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Potential conflicts: As a Managing Director at Avalon Securities and Capital Committee Chair overseeing buybacks/dividends, potential perceived conflicts could arise if Avalon engages with CRWS; no related-party transactions disclosed—continue monitoring and ensure recusal if any engagement occurs .
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RED FLAGS: Minor Section 16 reporting error corrected via Form 4/A (administrative, not indicative of misconduct) . No hedging/pledging permitted—a mitigating factor . No related-party transactions disclosed—clean FY2025 on conflicts .
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Policy scaffolding: Clawback policy in place (Oct 2, 2023) per SEC/Nasdaq requirements; robust Insider Trading and 10b5-1 plan guidelines; independent compensation consultant (FW Cook) retained for executive benchmarking—positive governance environment .