Zenon Nie
About Zenon S. Nie
Independent Chairman of the Board at Crown Crafts since May 1, 2022; Director since 2001. Age 74, with prior C‑suite leadership at Simmons Company (Chairman/President/CEO/COO, 1993–2000), the Bibb Company (President, Consumer Home Fashion, 1991–1993), and senior roles at Serta and Sealy over the preceding 13 years. He holds the CERT Certificate in Cybersecurity Oversight for directors (Carnegie Mellon SEI) and is a National Association of Corporate Directors (NACD) Board Leadership Fellow.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simmons Company | Chairman, President, CEO, COO | 1993–2000 | Led international manufacturer/distributor; full operational leadership |
| The Bibb Company | President, Consumer Home Fashion | 1991–1993 | Oversaw division including Juvenile Products textiles |
| Serta Incorporated | President | Prior 13 years before 1991 | Senior leadership across Serta and Sealy |
| Sealy Incorporated | Senior executive roles | Prior 13 years before 1991 | Senior leadership across Serta and Sealy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CEO Advisory Board LLC | Chairman, President & CEO | Since 2001 | Founder (est. 2000) of management consulting firm |
| Tri‑Artisan Partners / Morgan Joseph TriArtisan LLC | Operating Partner | Since 2001; merger in Jan 2011 | Tri‑Artisan merged with Morgan Joseph to form Morgan Joseph TriArtisan LLC |
Board Governance
| Committee | FY 2024 Role | FY 2025 Role |
|---|---|---|
| Compensation Committee | Chair | Chair |
| Nominating & Governance / Nominating, Governance & Ethics | Chair | Member (Chair shifted to Benstock) |
| Audit Committee | Not a member | Not a member |
| Capital Committee | Member | Member |
- Independence: Board determined Nie and other non‑employee directors are “independent” under SEC and Nasdaq standards.
- Board leadership: Roles of CEO and Chair are separated; Nie serves as independent non‑executive Chairman, enhancing oversight.
- Attendance: Board met 10 times in FY 2024 and 6 times in FY 2025; each director attended all Board and committee meetings of which they were a member in each year.
- Executive sessions: Audit Committee held executive sessions with the independent auditor at each meeting in FY 2025.
| Meetings | FY 2024 | FY 2025 |
|---|---|---|
| Board meetings (count) | 10 | 6 |
| Audit Committee | 4 | 4 (all with executive sessions) |
| Compensation Committee | 5 | 3 |
| Nominating/Governance Committee | 6 | 3 |
| Capital Committee | 4 | 4 |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $129,500 | $121,667 |
Director compensation program structure (cash):
- Annual Board retainer: $50,000
- Non‑Executive Chairman supplemental retainer: $50,000
- Committee Chair fees: Audit $12,000 (raised to $20,000 in FY 2025); Compensation $10,000; Nominating/Governance $4,500 (raised to $5,000 in FY 2025); Capital $4,500 (raised to $5,000 in FY 2025)
- Committee meeting fees: $1,000 per committee meeting attended; no fees for Board meetings
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Stock Awards (USD) | $73,203 | $94,976 |
| Annual Director Equity Grant | 15,103 RS (value $73,203); granted Aug 15, 2023; vests earlier of Aug 15, 2024 or day before 2024 Annual Meeting | 20,294 RS (value $94,976); granted Aug 15, 2024; vests earlier of Aug 15, 2025 or day before 2025 Annual Meeting |
| Equity Retainer Policy | $75,000 value, divided by avg closing price; RS vest earlier of 1‑year anniversary or day before next annual meeting | Increased to $100,000 value; same vesting terms |
- Director stock ownership guidelines: Minimum 3× annual cash retainer to be achieved within 5 years; all directors met or are on track as of FY 2025.
Other Directorships & Interlocks
- No current public company directorships for Nie disclosed; biography lists advisory and private investment roles.
- Board service of other directors (e.g., Benstock at Superior Group) is disclosed but no interlocks or shared boards implicating Nie are noted.
Expertise & Qualifications
- Strategy and operations leadership across major consumer products manufacturers; extensive CEO/Chair experience.
- Governance credentials: NACD Board Leadership Fellow; CERT Certificate in Cybersecurity Oversight for directors.
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Shares Beneficially Owned | 229,214 | 269,508 |
| Ownership % of Outstanding | 2.2% | 2.6% |
Breakdown (FY 2025):
- 80,294 shares owned directly by Nie; 189,214 shares owned by his wife (included in beneficial ownership).
Policies affecting alignment and risk:
- Insider Trading Policy prohibits short‑selling, derivatives, hedging/monetization, and pledging/margin accounts.
- Company maintains a clawback policy for recovery of erroneously awarded incentive compensation (effective Oct 2, 2023).
Shareholder Voting Signals
| Item | Outcome | Date |
|---|---|---|
| Election (Class II, Nie) — For/Withhold/Broker Non‑Votes | 4,193,687 For; 598,006 Withhold; 2,781,940 Broker Non‑Votes | Aug 13, 2024 |
| Say‑on‑Pay (Advisory) — For/Against/Abstain/Broker Non‑Votes | 4,563,492 For; 197,766 Against; 180,757 Abstain; 2,963,276 Broker Non‑Votes | Aug 12, 2025 |
| Say‑on‑Pay Frequency | “3 Years” received most votes (2,482,926) | Aug 12, 2025 |
Related‑Party & Conflicts Review
- The proxy outlines a stringent related‑party transactions policy with Audit Committee review; no director‑specific related party transactions involving Nie are disclosed.
- Section 16(a) filings: A Form 4 for Nie filed Aug 16, 2024 was corrected Aug 21, 2024 to reflect the accurate August 14, 2024 restricted stock grant; administrative correction noted.
Governance Assessment
- Strengths: Independent non‑executive Chairman; consistent committee leadership (Compensation Chair) and full meeting attendance; enhanced equity alignment via higher annual RS grants; clear prohibitions on hedging/pledging and an adopted clawback policy; strong governance structure separating Chair and CEO roles.
- Alignment: Nie’s beneficial ownership increased to 269,508 shares (2.6%) and director ownership guidelines are met or on track, supporting skin‑in‑the‑game.
- Watch‑items: Administrative correction to Form 4 in Aug 2024; chair fee increases and higher equity retainer in FY 2025 (from $75,000 to $100,000) increment director pay but remain modest relative to market and maintain at‑risk equity.
- Shareholder confidence: Strong say‑on‑pay support and clear preference for triennial votes signal broad investor comfort with governance and compensation practices.