Kimberly B. Gatling
About Kimberly B. Gatling
Kimberly B. Gatling, age 50, is an independent director of Culp, Inc. since 2021, and a partner and Chief Cultural Engagement Officer at Fox Rothschild LLP. She is a U.S. Registered Patent Attorney and North Carolina State Certified Trademark Specialist with a practice focused on intellectual property, information technology, data protection/privacy, and regulatory matters; she also brings textile industry familiarity from client work and board leadership experience across civic organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way of Greater Greensboro | Chair, Board of Directors | 2019–2021 | Led strategic plan; led CEO search; served on Governance, Finance, and Community Impact Committees |
| Habitat for Humanity | Director | Prior service (dates not specified) | Chaired Audit Committee |
| Gateway Research Center | Director | Prior service (dates not specified) | Vice Chair; Chaired Governance Committee |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Fox Rothschild LLP | Partner; Chief Cultural Engagement Officer | Partner since 2008; Officer role since 2020 | Firm leadership; diversity/inclusion strategy |
| Cone Health Foundation | Immediate Past Chair; Director | Board 2015–2024 | Board leadership |
| Truliant Federal Credit Union | Director | Current | Technology and Retirement Committees |
| North Carolina A&T State University | Trustee (Chair) | Current | Governing leadership |
Board Governance
- Independence: The Board determined Ms. Gatling is independent under NYSE and company categorical standards .
- Committee Assignments:
- Audit Committee: Member; Board states all Audit members are financially literate; she is not listed among designated “audit committee financial experts” .
- Compensation Committee: Member; committee is fully independent and uses Pearl Meyer as an independent consultant; no compensation committee interlocks disclosed .
- Corporate Governance & Nominating Committee: Chair; oversees nominations, governance policies, and board/committee structure .
- Attendance: FY2025 Board held 14 meetings; Audit 10; Compensation 7; Corporate Governance 8; each director attended at least 75% of applicable meetings .
- Lead Independent Director and Executive Sessions: Fred A. Jackson is Lead Independent Director; non-management directors meet in regular executive sessions (normally quarterly) and independent directors meet at least annually .
Fixed Compensation
| Component | FY2025 Detail | Vesting/Timing |
|---|---|---|
| Annual Cash Retainer | $55,000 for non-employee directors (Lead Independent Director $60,000) | Paid quarterly |
| Annual Equity (RSUs) | Service-based RSUs valued at $55,000; 9,197 RSUs granted to Ms. Gatling on Sep 26, 2024 at grant price $5.98 (closing price) | Vest on the earlier of one-year anniversary of grant or next annual meeting ≥50 weeks after prior annual meeting; requires continued service; converts to one share per unit at vest |
| FY2025 Director Compensation Table (Ms. Gatling) | Fees earned: $55,000; Stock awards (grant-date fair value): $55,000; Total: $110,000 | — |
Directors do not receive meeting fees or separate committee chair/member fees beyond the retainer and annual RSUs .
Performance Compensation
- Not applicable for non-employee directors; Culp grants service-based RSUs to directors (no performance metrics tied to director equity) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Gatling .
- Compensation Committee Interlocks: None; all members are independent and no cross-director/executive interlocks reported .
Expertise & Qualifications
- Intellectual property and IT: patents, trademarks, copyrights, licensing, software agreements .
- Regulatory compliance and product/marketing regulations; data protection/privacy .
- Corporate governance and board leadership; strategic planning and management .
- Sector familiarity: textile industry experience through legal advisory work .
Equity Ownership
| Metric | Aug 8, 2023 | Jul 29, 2024 | Jul 29, 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 21,332* | 33,956* | 45,243* |
| RSUs Convertible within 60 Days (included in above) | — | — | 9,197 (service-based RSUs scheduled to vest within 60 days) |
| Shares Outstanding Reference | 12,456,204 (entitled to vote, 2023 annual meeting) | — | 12,605,306 outstanding (record date) |
*Less than 1% ownership each year (as indicated in the proxy tables) .
Additional alignment policies:
- Director stock ownership guideline: required to hold CULP shares equal to 2× annual cash retainer; five-year compliance window; if below guideline, must retain at least 50% of shares granted until compliant .
- Anti-hedging and anti-pledging: hedging prohibited; pledging strongly discouraged and requires pre-clearance; none of the directors/executives currently have pledged CULP securities .
Governance Assessment
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Strengths
- Independence and active committee roles, including chairing Corporate Governance & Nominating, signal strong board effectiveness and oversight .
- Audit and Compensation Committee membership with documented meeting cadence demonstrates engagement; attendance ≥75% meets governance best-practice thresholds .
- Skills in IP, cybersecurity-related IT counseling, regulatory compliance, and governance augment board oversight in risk, innovation, and data protection .
- Director compensation structure is balanced 50/50 cash/equity with straightforward, service-based vesting; ownership guidelines and anti-hedging/pledging policies reinforce alignment with shareholders .
-
Potential Risks/Red Flags (none currently identified)
- Related-party transactions: Company discloses robust review via Audit Committee; no interlocks; no specific related-party exposures disclosed for Ms. Gatling .
- Hedging/pledging: Explicit prohibitions and no current pledging mitigate alignment concerns .
- Say-on-Pay signal: 2023 approval at 67.6% prompted shareholder outreach and program changes; as a Compensation Committee member in FY2025, her role is linked to responsiveness to investor feedback—a positive governance signal .
Overall, Ms. Gatling’s independent status, committee leadership, attendance, and legal/regulatory skillset support investor confidence in board oversight and governance quality at CULP .