Lynn D. Heatherton
About Lynn D. Heatherton
Independent director nominee aged 55 with deep finance and accounting credentials (CPA), an MBA from INSEAD, and a B.S. from UC Berkeley; former CFO roles in home furnishings and e‑commerce (Town & Country Living; Saatva.com). Nominated to the CULP board under a June 6, 2025 cooperation agreement with largest shareholder 22NW; the Board has determined she is independent and qualifies as an “audit committee financial expert.” Tenure on CULP’s board would commence upon her election at the Sept. 24, 2025 annual meeting; as of the record date she held no CULP shares .
Past Roles
| Organization | Role | Tenure/Dates | Notes/Impact |
|---|---|---|---|
| Town & Country Living (home décor wholesaler) | Chief Financial Officer | Aug 2023 – Jun 2024 | CFO oversight; industry experience in home décor |
| Saatva.com (mattress/bedding retailer) | EVP & Chief Financial Officer | 2019 – 2023 | Digital retail finance leadership in mattresses/home furnishings |
| Cortlandt Advisory | Managing Partner (interim CFO services) | 2011–2015; 2017–2019 | Strategic finance and interim CFO mandates |
| Touchtunes Interactive Networks | Head of Finance, Planning & Analysis | 2015 – 2017 | FP&A leadership |
| Hachette Filipacchi Media U.S. | Head of Corporate Planning & Performance | 2007 – 2011 | Corporate planning/performance management |
| Cap Gemini Ernst & Young | Management Consultant | 2005 – 2007 | Consulting experience |
| Bertelsmann; Merrill Lynch; Chiron; Ernst & Young | Various finance/leadership roles | Prior to 2005 | CPA; broad finance/accounting track record |
External Roles
- No other public company directorships disclosed for Heatherton .
Board Governance
| Item | Status / Details |
|---|---|
| Independence | Board-determined independent per NYSE standards |
| Financial Expert | Qualifies as an “audit committee financial expert” under SEC rules |
| Committee Assignments (FY2025 disclosure) | No committee seat disclosed for Heatherton as a nominee; current committee rosters list other directors. Audit: Baugh (chair), Decker, Gatling, Jackson, Jones, Tyson; Compensation: Decker (chair), Baugh, Gatling, Jackson, Jones, Tyson; Corporate Governance & Nominating: Gatling (chair), Baugh, Decker, Jackson, Tyson; Strategy: Culp, Jones, Tyson; Executive: Saxon (chair), Culp, Jackson |
| Lead Independent Director | Fred A. Jackson (since Sept. 29, 2021) |
| Executive Sessions | Regular quarterly sessions of non-management directors; at least annual sessions of independent directors |
| Attendance | In FY2025, all then-current directors attended ≥75% of board/committee meetings; Heatherton not yet on the board in FY2025 |
Fixed Compensation
| Element | Amount/Structure | Vesting/Timing | Applicability |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $55,000; Lead Independent Director $60,000 | Paid quarterly | Program for FY2025; expected for newly elected directors post-annual meeting |
| Annual equity grant (service-based RSUs) | $55,000 value; Lead Independent Director $60,000 | Vests on earlier of 1-year from grant or next annual meeting ≥50 weeks after prior meeting; converts 1 share per RSU | Number of RSUs based on grant-date closing price; example FY2025 grants at $5.98 produced 9,197 RSUs (standard) and 10,033 RSUs (lead independent) |
| Director fees (FY2025 actuals) | Standard directors: $55,000 cash + $55,000 stock; Lead independent: $60,000 cash + $60,000 stock | — | Table of FY2025 director compensation confirms structure |
Note: As a nominee with 0 shares at the record date, Heatherton did not receive FY2025 director compensation; upon election, compensation would follow the non-employee director program .
Performance Compensation
- Non-employee director equity is service-based; no performance metrics apply to director RSUs (they vest on service/time) .
- Company-wide pay-for-performance design applies to executives; not to directors (context for governance oversight) .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Investor group nomination | Heatherton was identified by and nominated under the Second Cooperation Agreement with 22NW Fund LP et al., CULP’s largest shareholder; the agreement also nominates Alexander Jones (22NW) and John D. Collier |
| Standstill & voting covenants | Investor group caps ownership at 15% and agrees to vote for Board nominees and Board-recommended proposals during the standstill; ISS carve-out for non-director proposals; reimbursement of up to $50,000 for group expenses |
| Independence affirmation | Despite investor group nomination, Board determined Heatherton is independent under NYSE and company categorical standards |
Expertise & Qualifications
- CPA; MBA (INSEAD); B.S. (UC Berkeley); extensive CFO and FP&A leadership across consumer/home furnishings and digital retail; management consulting background .
- Specifically designated by the Board as an “audit committee financial expert,” strengthening oversight of financial reporting and controls .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Jul 29, 2025) | % Outstanding | Notes |
|---|---|---|---|
| Lynn D. Heatherton (Director Nominee) | 0 | — | Nominee status at record date |
| Director Ownership Guidelines | 2x annual cash retainer (common stock only; RSUs/options excluded); 5 years to comply; retain ≥50% of shares granted until compliant | — | Guidelines apply to all non-employee directors |
| Anti-hedging/pledging | Hedging prohibited; pledging strongly discouraged and subject to pre-clearance; no current pledges by directors | — | Policy reinforces alignment and risk control |
Governance Assessment
- Board effectiveness and alignment: Heatherton brings seasoned CFO/CPA expertise and is designated an audit committee financial expert, bolstering financial oversight capacity—a critical need given restructuring, adjusted operating performance scrutiny, and multi-year LTIP metrics at CULP .
- Independence and potential conflicts: While nominated via 22NW’s cooperation agreement (with voting covenants and board-size caps), the Board’s independence determination and equalized director compensation/benefits mitigate conflict risk; continued monitoring of investor group influence (Jones on Board; Strategy Committee involving Jones/Tyson) is prudent .
- Director compensation and ownership alignment: Balanced cash/equity mix ($55k + $55k) and 2x retainer stock ownership guideline with anti-hedging/pledging policies enhance alignment; RSUs are service-based (no performance targets), common for directors and typically appropriate for independence preservation .
- Shareholder signals: Say‑on‑Pay improved from 67.6% (2023) to ~83% (2024) after shareholder outreach and program changes; indicates enhanced confidence in compensation governance—context important for director oversight of comp practices .
RED FLAGS (monitoring):
- Activist interlock: Investor-group nomination and voting commitments (plus 22NW representative on Board) can concentrate influence; watch how committee assignments evolve post-election and whether independence remains robust in practice .
- Board-size caps: Agreement caps board at 8 (then 7 in 2026) absent investor consent—structural constraint that could limit refreshment flexibility during transformation .
Overall: Heatherton’s finance/accounting depth and audit expert designation are positives for board quality. The investor-group nomination dynamic warrants continued oversight to ensure independence, balanced strategy deliberations (Strategy Committee), and transparent handling of related-party/conflict reviews via the independent Audit Committee .