Franklin N. Saxon
About Franklin N. Saxon
Franklin N. Saxon, age 73, is the non-executive Chairman of the Board of Culp, Inc. He has served on the Board since 1987 and previously held senior leadership roles including CEO (2007–2019) and Executive Chairman (Jan 2020–Sep 2022). His background includes extensive financial management experience and prior work in public accounting, and he provided consulting services to the Company in fiscal 2024–2025 before ceasing those advisory duties at the end of fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Culp, Inc. | Chief Financial Officer | 1985–1998 | Built financial management credentials prior to ascending to operating roles |
| Culp, Inc. | President, Culp Velvets/Prints division | 1998 | Division leadership role |
| Culp, Inc. | Executive Vice President, Chief Financial Officer, and President, Culp Velvets/Prints division | 2001–2004 | Combined finance and divisional leadership responsibilities |
| Culp, Inc. | President & Chief Operating Officer | 2004 | Elevated to corporate operating leadership |
| Culp, Inc. | Chief Executive Officer | 2007–2019 | Led the company; later elected Chairman of the Board (April 2019) |
| Culp, Inc. | Executive Chairman | Jan 2020–Sep 2022 | Transitioned from CEO; continued leadership oversight |
| Culp, Inc. | Non-Executive Chairman | Sep 2022–present | Non-employee Chair; provided consulting in FY2024–FY2025; consulting ceased end of FY2025 |
External Roles
No other public company board roles or external directorships are disclosed for Mr. Saxon in the proxy biography sections .
Board Governance
- Independence status: The Board determined independent directors include Baugh, Collier, Decker, Gatling, Heatherton, Jackson, Jones, and Tyson; Mr. Saxon is not listed, reflecting non-independence given his compensated consulting relationship in FY2025 and role as non-employee Chair .
- Leadership structure: Chair and CEO roles are separate; Mr. Saxon serves as non-employee Chair. Lead Independent Director is Fred A. Jackson (since Sept 29, 2021). Non-management director executive sessions typically occur quarterly; independent-only sessions at least annually .
- Committee assignments:
- Executive Committee: Saxon (Chair), Culp, Jackson; no formal meetings in FY2025 .
- Audit Committee: Baugh (Chair), Decker, Gatling, Jackson, Jones, Tyson. Board determined members are financially literate; several qualify as “audit committee financial experts” .
- Compensation Committee: Decker (Chair), Baugh, Gatling, Jackson, Jones, Tyson; Pearl Meyer engaged as independent advisor in FY2025 .
- Corporate Governance & Nominating Committee: Gatling (Chair), Baugh, Decker, Jackson, Tyson .
- Strategy Committee (established for FY2026 per cooperation agreement with 22NW): Culp, Jones, Tyson; Collier to be appointed if elected .
- Attendance: In FY2025, Board held 14 meetings; Audit 10; Compensation 7; Governance 8. Each director then on the Board attended at least 75% of the meetings of the Board and committees on which they served .
- Anti-hedging/anti-pledging policy: Hedging prohibited; pledging strongly discouraged and requires pre-clearance. The Company states none of its executive officers or directors have pledged Company securities .
- Section 16(a) compliance: The Company believes insiders complied with all applicable reporting requirements in FY2025 .
- Shareholder activism/cooperation agreements: The Board entered cooperation agreements with 22NW (June 17, 2024 and June 6, 2025), appointing Jones and nominating additional investor group designees, creating a Strategy Committee, and instituting standstill provisions including a 15% cap on beneficial ownership/net long position during the standstill period .
Fixed Compensation
| Year/FY | Role as Disclosed | Cash ($) | Equity ($) | Nonqualified Deferred Comp Earnings ($) | Notes |
|---|---|---|---|---|---|
| FY2024 | Chairman & strategic consultant | 300,000 | 0 | 42,462 | Paid in cash; no equity grants; earnings rate tied to plan; no severance at departure from executive role |
| FY2025 | Chairman & strategic consultant | 240,000 | 0 | 39,270 | Paid in cash; no equity grants; aggregate covers all services; consulting ceased end of FY2025 |
| FY2026 (planned) | Chairman (non-employee) | 200,000 | 0 | — | Payable in quarterly installments; consulting concluded |
- Director retainer framework (for other non-employee directors in FY2025): $60,000 cash + $60,000 RSUs for the Lead Independent Director; $55,000 cash + $55,000 RSUs for other non-employee directors; RSUs are service-based and vest by next annual meeting (~1 year) .
Performance Compensation
Director compensation is not performance-based; Mr. Saxon did not receive RSUs or options in FY2024–FY2025 .
Company performance metrics used for executive incentives (for governance context):
| Program | Metric | Definition/Notes |
|---|---|---|
| FY2025 Annual Incentive | Adjusted operating income (loss) | Non-GAAP measure excluding extraordinary/non-recurring items; reconciled in proxy appendix |
| FY2025 Annual Incentive | Adjusted operating cash flow | Focus on cash generation amid challenging environment |
| FY2025 Annual Incentive | Net sales | Growth emphasis aligned with strategic priorities |
| FY2025 Long-Term Incentive | 100% performance-based awards | Shifted from 50/50 (75/25 for CEO) to 100% performance-based for executive officers |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no CULP executive serves on another entity’s board/compensation committee where a reciprocal interlock exists .
Expertise & Qualifications
- Deep company/industry knowledge from 40+ years at Culp and Board service since 1987; leadership roles include CEO (2007–2019) and Chair since 2019 .
- Extensive financial management expertise; prior public accounting experience; long tenure as CFO supports board oversight of financial reporting and risk .
- Governance leadership as non-employee Chair; complements CEO-led management structure .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of July 29, 2025) | 113,750 shares; less than 1% |
| Director stock ownership guideline | 2x annual cash retainer for non-employee directors |
| Compliance status | All directors subject ≥5 years are compliant; Bowling remains in retention phase (executive officer) |
| Hedging | Prohibited |
| Pledging | None by directors/officers; strongly discouraged; pre-clearance required |
Governance Assessment
- Strengths: Significant leadership and financial expertise; separate Chair/CEO roles with a designated Lead Independent Director; robust committee independence (Audit/Comp/Gov) and strong attendance (≥75% across Board/committees in FY2025) .
- Alignment policies: Director ownership guidelines in place and disclosed as met; anti-hedging/anti-pledging policies with statement of no pledging by insiders in effect .
- Shareholder responsiveness: Board engaged with activist 22NW via cooperation agreements that added directors, formed a Strategy Committee, and instituted a standstill with a 15% cap—signals openness to investor input and governance recalibration .
- Pay mix and independence concerns (RED FLAG): Mr. Saxon is not classified as independent and received significant cash compensation as Chair/consultant ($300k in FY2024; $240k in FY2025; planned $200k in FY2026) with no equity grants—reduces pay-for-performance alignment and may raise perceived conflicts due to consulting; trend shows reductions over time and cessation of consulting post-FY2025 .
- Controls and compliance: Audit Committee (fully independent) oversees related-party transactions; Company reports insiders compliant with Section 16 reporting; no pledging by directors/officers noted—mitigates several alignment risk indicators .