Teresa A. Huffman
About Teresa A. Huffman
Teresa A. Huffman is Senior Vice President and Chief Human Resources Officer at Culp, Inc. (CULP). She has been employed by the company since 1986, became an executive officer in July 2021, served as VP, Human Resources in 2008, was promoted to SVP, Human Resources in 2019, and named SVP, CHRO in July 2022; age 64 as of April 27, 2025 . Company performance during her executive tenure shows multi-year revenue contraction and EBITDA deterioration, reflecting a difficult home furnishings demand environment and restructuring; see Company Performance table below (values from S&P Global).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Culp, Inc. | Employed in various capacities | 1986–present | Long-tenured HR leadership and executive officer status |
| Culp, Inc. | Vice President, Human Resources | 2008–2019 | Led company-wide HR function |
| Culp, Inc. | Senior Vice President, Human Resources | 2019–2022 | Elevated HR oversight and executive responsibilities |
| Culp, Inc. | Executive Officer | July 2021–present | Designated executive officer of the company |
| Culp, Inc. | Senior Vice President, Chief Human Resources Officer | July 2022–present | CHRO leading HR strategy and policy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in company filings | — | — | No public company or external board roles disclosed for Huffman |
Fixed Compensation
- Base salary decisions for executive officers emphasized cost control; fiscal 2025 froze base salaries for the CEO and other executive officers, with base salary levels generally below the peer-group median .
- Benefits/perquisites are limited: 401(k) contributions, supplemental non-qualified deferred compensation (company contributions for NEOs), automobile allowance, and voluntary executive health program .
- Company did not provide individual salary figures for Huffman (not a named executive officer).
Performance Compensation
- Annual cash incentive framework (FY 2025): metrics and weightings for executive officers were 60% adjusted operating income (loss), 20% adjusted operating cash flow, and 20% net sales; subject to a 40% downward moderator if adjusted operating income (loss) was below a set threshold; no bonus if significantly below threshold .
- Outcome (FY 2025): Company-wide performance fell below thresholds; no annual cash incentive payouts to executive officers or NEOs .
| Metric | Weighting | Target Definition | Actual (FY 2025) | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted Operating Income (Loss) | 60% | Company or segment adjusted operating income/loss excluding extraordinary items; targets set above internal budgets | Below threshold | 0% | Cash (if earned) |
| Adjusted Operating Cash Flow | 20% | Consolidated or segment cash flow defined per plan; independent component with 40% downward moderator if AOI below threshold | Below threshold | 0% | Cash (if earned) |
| Net Sales | 20% | Consolidated or segment net sales; targets above internal budgets | Below threshold | 0% | Cash (if earned) |
- Long-term equity incentive program (FY 2025 grants): performance-based RSUs only (no service-based RSUs for NEOs); 3-year performance period ending FY 2027 tied to cumulative adjusted operating income of the applicable reporting unit; earned shares subject to ±25% adjustment based on 3-year relative TSR vs. peer group; threshold 20% of target, target 100%, maximum 200%; payable in stock approximately three years after grant, contingent on continued service . No performance thresholds were disclosed due to competitive sensitivity; Committee considered targets “stretch” .
| Award Type | Performance Metric | Threshold | Target | Maximum | TSR Moderator | Vest Timing |
|---|---|---|---|---|---|---|
| Performance RSUs (FY 2025) | 3-year cumulative adjusted operating income (loss) | 20% of target | 100% of target | 200% of target | ±25% vs. peer-group TSR; scaled by percentile | ~3 years post-grant, service required |
- Program outcomes in recent cycles: FY 2023–FY 2025 LTIP performance-based RSUs did not vest due to below-threshold performance; FY 2024 LTIP performance RSUs also did not vest or are not expected to vest; FY 2025 LTIP performance RSUs are not currently expected to vest based on conditions .
Equity Ownership & Alignment
- Beneficial ownership (historical): 3,066 shares beneficially owned as of July 28, 2022; less than 1% of shares outstanding .
| As-of date | Shares beneficially owned | % of outstanding |
|---|---|---|
| July 28, 2022 | 3,066 | <1% |
- Stock ownership and retention requirements: Executive officers and directors are subject to ownership guidelines; named executive officers must hold stock valued at multiples of base salary (CEO: 3x; other NEOs: 2x). Individuals have five years to comply; if below target, must retain at least 50% of shares granted until compliance. As of April 27, 2025, all directors and NEOs subject for at least five years met minimums, except CFO (retention requirement in effect) .
- Hedging/pledging: Policy prohibits hedging and strongly discourages pledging or margin accounts; requires pre-clearance; no executive officers or directors currently have pledged company securities .
- Insider reporting: Company disclosed inadvertent late Form 4 filings for certain insiders (including Huffman) related to RSU vesting on July 21, 2022; filings were ~20 business days late .
Employment Terms
- Employment agreements: Company does not provide employment agreements to executive officers .
- Severance/change-of-control: Executives covered under the severance protection plan receive “double-trigger” benefits upon qualifying termination in anticipation of or within a defined period after a change of control (termination without cause or adverse change in conditions). Payment equals approximately 2x total cash compensation (base salary + target annual bonus) at termination, plus prior year earned bonus if unpaid; additional 1x total cash compensation is provided in exchange for non-compete covenants; subject to Section 280G cutback to avoid excise taxes .
- Clawback: SEC/NYSE-compliant clawback policy effective September 28, 2023 requires recovery of erroneously awarded incentive compensation tied to financial reporting measures for the three completed fiscal years preceding a required restatement; further clawback features exist in RSU and annual incentive agreements for negative restatements and terminations for cause .
Company Performance (context for pay-for-performance alignment)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues (USD) | $299,720,000* | $294,839,000* | $234,934,000* | $225,333,000* | $213,237,000* |
| EBITDA (USD) | $19,418,000* | $8,231,000* | $(19,701,000)* | $(3,721,000)* | $(3,193,000)* |
Values retrieved from S&P Global.
Additional context: Fiscal 2025 was characterized by restructuring completion and continued macro headwinds; consolidated GAAP loss from operations of $(18.4) million; adjusted loss from operations improved (~15% YoY) to $(9.0) million after excluding restructuring and non-recurring items .
Compensation Structure Analysis
- Shift to performance equity: FY 2025 LTIP grants for executive officers were 100% performance-based RSUs, eliminating service-based RSUs for NEOs to align pay more tightly with long-term performance and manage stock-based compensation expense amid macro uncertainty .
- Challenging targets and no discretion: Committee did not adjust annual or long-term performance goals despite headwinds; resulted in zero FY 2025 annual bonuses and non-vesting of performance-based RSUs in recent LTIP cycles .
- Ownership alignment and risk mitigation: Strengthened anti-hedging/pledging policy, double-trigger change-of-control terms, adoption of a comprehensive clawback policy, and stock ownership/retention requirements bolster shareholder alignment .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support improved from 67.6% in 2023 to ~83% in 2024 after shareholder outreach and program changes (peer group refinement, higher weight to performance-based awards) .
Risk Indicators & Red Flags
- No hedging/pledging by executives/directors currently (reduces misalignment/forced sales risk) .
- Administrative lapse: disclosed late Section 16 filings tied to RSU vesting in 2022, subsequently corrected .
- Broader industry headwinds: multiple years of below-threshold performance metrics led to no incentive payouts and no PSUs vesting, indicating continued execution challenges .
Compensation Peer Group (FY 2025 updates)
- Peer group refined to better reflect Culp’s size; removals included larger companies (e.g., Ethan Allen, Insteel, Rocky Brands, Superior Group, Lovesac); additions included Jerash Holdings (US), Inc. and Crown Crafts, Inc. .
- Philosophy targets pay positioning at or near market median when conditions normalize, with variable pay emphasis .
Investment Implications
- Alignment: The move to 100% performance-based LTIP awards and stringent clawback/ownership policies signal strong pay-for-performance alignment and reduce near-term selling pressure from service-based vesting for executive officers .
- Execution risk: Repeated non-vesting of performance PSUs and zero annual bonuses reflect persistent operating headwinds; achieving FY 2026 adjusted EBITDA targets and FY 2028 LTIP metrics is critical for incentive realization .
- Governance: No hedging/pledging, double-trigger change-of-control, and shareholder-responsive program changes mitigate governance risk; prior late Section 16 filings appear administrative rather than systemic .
- Valuation drivers: Reacceleration in revenues/EBITDA and the three-year TSR relative to peers will directly impact LTIP outcomes and executive equity realizable value, informing trading signals tied to performance award vesting cadence .