Fred A. Jackson
About Fred A. Jackson
Fred A. Jackson (age 75) is an independent director at Culp, Inc. and the Board’s Lead Independent Director since September 29, 2021 . He served 38 years at American & Efird LLC, retiring as CEO in September 2015 and later as non‑executive chairman of the advisory board until May 2018; his credentials include extensive textile industry experience, international operations, and financial management, and he is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American & Efird LLC | Chief Executive Officer (retired) | CEO through Sept 2015 | Led global manufacturer of thread and technical textiles; deep industry and international experience |
| American & Efird Global, L.P. (Advisory Board) | Non‑Executive Chairman | Retired May 2018 | Strategic advisory leadership post‑CEO tenure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No current public company directorships disclosed for Jackson |
Board Governance
- Independence: Determined independent under NYSE and company standards; currently serves as Lead Independent Director (since 9/29/2021) .
- Committee assignments (FY2025): Executive Committee (member), Audit Committee (member; financial expert), Compensation Committee (member), Corporate Governance & Nominating Committee (member) .
- Executive sessions: Non‑management/independent directors hold regular executive sessions; Lead Independent Director presides .
- Attendance: In FY2025 the Board held 14 meetings; Audit 10; Compensation 7; Governance 8; each director attended at least 75% of meetings of the Board and committees on which they served .
- Governance structure: 100% independent Audit, Compensation, and Governance committees; separation of Chair/CEO roles; stock ownership guidelines; anti‑hedging/pledging policy; regular self‑evaluations; no poison pill .
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer (Lead Independent Director) | $60,000 | Paid quarterly |
| Committee chair/member fees | None disclosed | Compensation for non‑employee directors is cash retainer + equity; no meeting fees disclosed |
| Meeting fees | None disclosed | — |
- FY2025 total director compensation (Jackson): $120,000 (cash $60,000; stock awards $60,000) .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Units | Grant Date Price | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Service‑based RSUs (Lead Independent Director annual grant) | Sep 26, 2024 | 10,033 | $5.98 | $60,000 | Vest on earlier of one‑year anniversary or next annual meeting ≥50 weeks after prior meeting, subject to continued service |
- RSU structure for directors: annual grant value equals cash retainer; vests service‑based only (no performance metrics) .
Other Directorships & Interlocks
| Person/Entity | Interlock/Agreement | Implication |
|---|---|---|
| 22NW Investor Group (major shareholder) | Company entered First (Jun 17, 2024) and Second (Jun 6, 2025) Cooperation Agreements; investor designees on Board/committees (e.g., A. Jones on Audit & Compensation; Strategy Committee established) | Board committed to nominations and standstill/cap on board size; Jackson works alongside investor designees on key committees—heightened shareholder influence but formalized governance controls |
Expertise & Qualifications
- Industry: Extensive textiles and related industries experience, domestic and international .
- Finance/Accounting: Audit committee financial expert designation; significant financial management experience .
- Leadership: Former CEO; advisory board chair; strategic planning and executive leadership credentials .
Equity Ownership
| Measurement Date | Beneficial Ownership (Shares) | % Outstanding | RSUs/Units Near Vest | Notes |
|---|---|---|---|---|
| July 29, 2025 | 91,073 | <1% | 10,033 (may vest within 60 days) | As reported; includes near‑vest director RSUs |
| July 29, 2024 | 81,040 | <1% | 10,733 (may vest within 60 days) | As reported; includes near‑vest director RSUs |
- Stock ownership guidelines: Directors must hold stock equal to 2x annual cash retainer; all directors subject ≥5 years met guidelines as of April 27, 2025 .
- Anti‑hedging/pledging: Company prohibits hedging and strongly discourages pledging; no director pledges currently .
Governance Assessment
-
Strengths
- Lead Independent Director role with robust independent committee structure and regular executive sessions; Jackson’s presence across Audit/Comp/ Governance enhances oversight .
- Audit committee financial expert designation supports board effectiveness in financial reporting/risk oversight .
- Director pay structure aligned via equity retainer; meaningful stock ownership guidelines with compliance reported; anti‑hedging/pledging policy reduces alignment risk .
- Board/Compensation Committee responsiveness to shareholder feedback (say‑on‑pay improved from 67.6% in 2023 to ~83% in 2024) demonstrates engagement; Jackson sits on Compensation Committee during these changes .
-
Watch items / potential conflicts
- Investor cooperation agreements entrench investor influence (nominations, voting commitments, board size cap) while imposing standstill; Jackson’s committee overlap with investor designees warrants continued monitoring for independence and balance, though committees remain fully independent per NYSE rules .
- Executive Committee includes Chair and CEO plus Jackson—ensure significant decisions continue to flow to full Board (practice noted) .
-
Red flags
- None disclosed for Jackson: no related‑party transactions, no pledging/hedging, Section 16(a) compliance reported for insiders in FY2025 .
Overall, Jackson’s tenure, independence, financial expertise, and broad committee participation are positive signals for governance quality and investor confidence, with formalized investor agreements a key structural dynamic to monitor .
Appendix: Committee Snapshot (FY2025)
- Executive Committee: Saxon (Chair), Culp, Jackson
- Audit Committee: Baugh (Chair), Decker, Gatling, Jackson, Jones, Tyson; multiple financial experts including Jackson
- Compensation Committee: Decker (Chair), Baugh, Gatling, Jackson, Jones, Tyson; independent consultant (Pearl Meyer) engaged
- Corporate Governance & Nominating: Gatling (Chair), Baugh, Decker, Jackson, Tyson
- Strategy Committee: Culp, Jones, Tyson; Collier to be added if elected