Justin M. Grow
About Justin M. Grow
Justin M. Grow, age 53, joined Culp, Inc. in January 2025 as Vice President, General Counsel, and Corporate Secretary, providing governance, legal, compliance, and corporate secretarial leadership to the Board and management . He previously served as Executive Vice President and Chief Administrative Officer at Delta Apparel (Nov 2022–Jun 2024), General Counsel and Secretary at Security Group (Dec 2019–Nov 2022), and earlier held legal/leadership roles at ScanSource and 3V Sigma; he began his career at Ogletree Deakins. Delta Apparel filed for Chapter 11 reorganization in 2024, a relevant context for restructuring/turnaround experience . Company performance context during FY2025 included an adjusted loss from operations improving to $(9.0) million versus $(10.6) million in FY2024 and completion of a restructuring expected to deliver $10–$11 million in annualized savings; FY2025 annual cash incentives paid zero due to below-threshold performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Delta Apparel, Inc. (DLA) | EVP & Chief Administrative Officer | Nov 2022–Jun 2024 | Administrative leadership; DLA later filed Chapter 11 (2024) |
| Delta Apparel, Inc. (DLA) | General Counsel; Corporate Secretary; VP Administration; Assistant Corporate Secretary | 2011–2019 (GC), 2012–2019 (CS), 2016–2019 (VP Admin), 2011–2012 (Asst CS) | Led legal, corporate governance, and administrative functions |
| Security Group, Inc. | General Counsel & Secretary | Dec 2019–Nov 2022 | Led legal, compliance, credit reporting, and related functions |
| ScanSource, Inc. | Leadership roles | Pre-2011 | Legal/operational roles at a Fortune 1000 technology distributor |
| 3V Sigma USA, Inc. | Leadership roles | Pre-2011 | Legal/operational leadership at specialty chemicals producer |
| Ogletree Deakins | Attorney | Early career | Labor and employment law foundation |
External Roles
No public company directorships disclosed for Justin M. Grow .
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Base Salary | Not disclosed | Proxy discloses NEOs only; Justin not an NEO |
| Target Bonus % | Not disclosed | AIP design disclosed at company level; individual targets not provided |
| Actual Bonus Paid | Not disclosed | FY2025 AIP paid zero to NEOs due to below-threshold performance; individual outcomes for non-NEO executives not disclosed |
Performance Compensation
Annual cash incentive plan design (company-level) and outcomes:
| Metric (weighting) | FY2024 Targets (Exec Shared Services) | FY2025 Targets (Exec Shared Services) | FY2024 Actual Payout | FY2025 Actual Payout |
|---|---|---|---|---|
| Adjusted Operating Income (loss) (60%) | Threshold: $(12.35)M; Target: $0; Max: $6.0M | Threshold: $(3.428)M; Target: $2.0M; Max: $8.0M improvement vs FY2024 | 21% of target for exec shared services | 0% (below threshold across all metrics) |
| Net Sales (20%) | Threshold: $241.0M; Target: $260.001M; Max: $290.0M | Threshold: $222.919M; Target: $238.0M; Max: $254.0M | No payout (below threshold) | 0% (below threshold) |
| Adjusted Operating Cash Flow (20%) | Threshold: $(2.1)M; Target: $2.5M; Max: $5.0M | Threshold: $(2.5)M; Target: $2.0M; Max: $6.5M | No payout (below threshold) | 0% (below threshold) |
| Negative Moderator / Gatekeeper | 40% downward adjustment to cash flow/sales components if AOP below threshold; zero if significantly below | 40% downward adjustment to cash flow/sales components if AOP below threshold; zero if significantly below | Applied per results | Applied per results |
Long-term incentives (structure and outcomes impacting alignment):
- FY2023 LTIP (3-year period ended FY2025): Performance-based RSUs indexed to cumulative adjusted operating income by reporting unit; TSR moderator ±25% relative to peer group. Outcome: No performance-based shares earned for executive officers due to below-threshold performance; Committee did not adjust targets .
- FY2025 LTIP grants (to NEOs): 100% performance-based RSUs tied to 3-year cumulative adjusted operating income with TSR moderator; awards vest at ~3 years if earned; threshold 20% of target, max 200% . Company indicates no performance-based RSUs are currently expected to vest for NEOs under FY2024/FY2025 programs given conditions . Participation and award details for non-NEO executives (including Justin Grow) are not disclosed .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (Direct) | 21,506 shares as of Jan 24, 2025 | Form 4 “Ownership” filing lists shares owned; no derivative holdings reported |
| Ownership as % of Outstanding | Not disclosed | Outstanding shares were 12,605,306 as of Jul 29, 2025, but Justin’s % not disclosed/formally computed |
| Hedging / Pledging | Prohibited hedging; pledging strongly discouraged and requires pre-clearance; none currently pledged by execs/directors | |
| Stock Ownership Guidelines | Other executive officers must hold 2x base salary; CEO 3x; 5-year compliance window; retain ≥50% of shares granted until compliant | |
| Compliance Status | Not disclosed for Justin | As of Apr 27, 2025, directors and NEOs ≥5 years mostly compliant; Bowling retaining per policy |
Insider trading activity and selling pressure:
- Initial ownership reported via Form 4 on Jan 24, 2025 (21,506 shares); no sales by Justin reported in the retrieved filings; Justin acted as Attorney-In-Fact on multiple Form 4s for other insiders (e.g., Sep 2025 director/CCO filings), indicating governance/filing oversight role .
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Start Date | January 2025 | Joined as VP, General Counsel & Corporate Secretary |
| Contract Term | Not disclosed | Proxy does not list an individual employment agreement for Justin |
| Severance / Change-in-Control | Company maintains double-trigger severance plan covering certain officers (including all NEOs in FY2025); payout ≈2× total cash compensation (base + target bonus) upon qualifying termination near/after a change of control; plus additional 1× total cash compensation for non-compete; capped to avoid 280G excise taxes | |
| Clawback | Mandatory clawback for executive officers on incentive-based compensation upon restatement (including “little r”); 3-year look-back; agreements also allow recovery for negative restatement or cause within 3 years | |
| Anti-Hedging / Pledging | Hedging prohibited; pledging discouraged and pre-clearance required |
Note: Coverage of the severance plan is explicitly confirmed for NEOs; the proxy states “certain officers” are covered beyond NEOs but does not individually identify Justin’s agreement .
Performance & Track Record
| Metric | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Adjusted Loss from Operations ($USD) | $(10.6)M | $(9.0)M | ~15% year-over-year improvement in adjusted operating performance |
| Loss from Operations (GAAP) ($USD) | $(11.3)M | $(18.4)M | FY2025 GAAP includes $9.4M restructuring/restructuring-related expenses |
| Restructuring Savings (annualized) | N/A | $10–$11M expected; plan completed in FY2025; benefits in Q4 FY2025 onward | |
| AIP Payouts (Exec Shared Services) | 21% of target (company-level AOP component) | 0% (no component met threshold) |
Say-on-Pay & Shareholder Feedback
| Year | Result | Notes |
|---|---|---|
| 2023 | 67.6% approval | Triggered shareholder engagement and program changes |
| 2024 | ~83% approval | Improved support after peer group/program changes |
| 2025 | For 7,489,641; Against 1,677,090; Abstain 68,632; Broker non-votes 1,476,332 | Annual meeting Sept 24, 2025; Justin M. Grow signed the 8-K |
Program changes from shareholder input included: peer group resizing to smaller comps, moving NEO long-term awards to 100% performance-based RSUs (FY2025), and retaining gatekeepers/moderators; no employment agreements or excise tax gross-ups; double-trigger CIC for awards .
Compensation Peer Group (FY2025)
Updated peer group reduced larger caps and added smaller comps: Bassett Furniture Industries; Crown Crafts; Delta Apparel; Flexsteel Industries; Hooker Furniture; Jerash Holdings (US); Lakeland Industries; Live Ventures; Purple Innovations; The Dixie Group; Unifi; Vera Bradley; Vince Holding .
Compensation Committee Analysis
- Committee members (FY2025): Sharon A. Decker (Chair), John A. Baugh, Kimberly B. Gatling, Fred A. Jackson, Alexander B. Jones, William L. Tyson; all independent .
- Independent consultant: Pearl Meyer engaged; advised on market trends, peer group, and program design; no other services to the Company .
- Governance practices: No employment agreements; anti-hedging/pledging; clawback policy; double-trigger CIC; independent committees; stock ownership guidelines for executives/directors .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership (Justin) | 21,506 shares (Direct, Form 4 ownership, Jan 24, 2025) |
| Vested vs Unvested | Not disclosed for Justin |
| Pledged Shares | None disclosed for any executive officer or director |
| Stock Ownership Guidelines | Executive officers: 2x base salary; 5-year window; retain ≥50% of shares until compliant |
| Compliance Status | Not disclosed for Justin |
Employment Terms
| Provision | Detail |
|---|---|
| Start date & tenure | Joined Jan 2025; tenure within FY2025 |
| Non-compete | Severance plan includes payment for non-compete covenants (additional 1× total cash comp) |
| Change-of-control (awards) | Double-trigger acceleration; long-term RSUs fully vest at target upon qualifying termination after change of control or death/disability |
| Clawback | Mandatory for incentive-based comp upon restatement |
Investment Implications
- Alignment signals: Initial share ownership (21,506) and strict anti-hedging/anti-pledging policies, combined with stock ownership guidelines, support alignment for senior officers, including the General Counsel .
- Selling pressure: With FY2025 AIP at 0% and stringent LTIP hurdles/TSR moderation leading to no expected vesting for NEOs, near-term insider selling pressure from performance equity appears limited at the senior-executive program level; individual non-NEO awards for Justin are not disclosed .
- Retention and governance: Double-trigger CIC severance and clear clawback/anti-hedging rules reduce perverse incentives and encourage continuity, particularly valuable amid restructuring and strategic transformation .
- Execution risk and experience: Grow’s background navigating legal/compliance and a prior employer’s restructuring (DLA Chapter 11) aligns with Culp’s ongoing transformation and cost-reduction imperatives; company performance improved on an adjusted basis in FY2025 and restructuring is expected to deliver $10–$11M annualized savings .
Important caveat: Culp’s proxy discloses detailed compensation only for NEOs. Justin M. Grow is an executive officer but not a disclosed NEO in FY2025; therefore, his specific base salary, bonus targets, and equity awards are not disclosed and are omitted above .