Thomas M. Bruno
About Thomas M. Bruno
Thomas M. “Tommy” Bruno (age 43) is President, Culp Home Fashions (CHF), the mattress fabrics division of Culp, Inc. He joined Culp in September 2022 as EVP and was appointed CHF President in January 2023. Prior roles include VP, Business Development (Alternative Channels) at Tempur Sealy (2018–2022) and founding team member/executive at Comfort Revolution (2009–2018), where sales grew 300% and the business remained profitable through integration into Tempur Sealy. He began his career in public accounting. During FY2024, CHF performance fell below threshold across all incentive metrics, resulting in no annual bonus payout for Bruno. Company fundamentals during Bruno’s tenure show revenue declining from FY2023 to FY2024 while EBITDA loss narrowed (see Performance & Track Record).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tempur Sealy International | VP, Business Development, Alternative Channels | 2018–2022 | Led alternative channel growth initiatives |
| Comfort Revolution (acquired by Tempur Sealy) | Founding member; SVP & Managing Director; earlier CFO | 2009–2018 | Drove 300% sales growth; profitable operation; integrated business post-acquisition |
| Public accounting firm (NJ) | Auditor/Accountant | Early career | Foundational finance and controls experience |
External Roles
No public company directorships or external governance roles disclosed for Bruno.
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base salary ($) | 168,173 | 283,038 | 4% merit increases for executives other than CEO in FY2024; Bruno’s specific rate shown in SCT |
| All other compensation ($) | 53,515 | 55,215 | Includes 401(k) match $9,591; life insurance $1,580; non‑qualified deferred comp contribution $35,644; auto allowance $8,400 (no exec health program for Bruno) |
| Deferred comp plan employer contribution | 10% of salary (FY2023) | 12.5% of salary (FY2024) | Company contribution rate increase for Bruno in FY2024 |
| Perquisites | Limited | Limited | Auto allowance only for Bruno in FY2024 ($8,400) |
Performance Compensation
Annual Incentive (Short-Term) – Design and FY2024 Outcome (CHF)
| Metric | Weighting | FY2024 Goal (CHF) | Outcome |
|---|---|---|---|
| Adjusted Operating Income (Loss) | 60% | Threshold: $(6.0)mm; Target: $0.5mm; Max: $6.0mm | Below threshold; no payout |
| Net Sales | 20% | Threshold: $120.0mm; Target: $130.001mm; Max: $150.0mm | Below threshold; no payout |
| Adjusted Operating Cash Flow | 20% | Threshold: $6.5mm; Target: $12.6mm; Max: $15.6mm | Below threshold; no payout |
| Negative moderator | n/a | 40% downward adjustment to any AOCF/Net Sales component if AOI below threshold; no bonus if AOI significantly below threshold | Not applicable—no components funded |
| Bruno – target/threshold/max cash opportunity | 200,200 / 40,040 / 400,400 ($) | Earned $0 for FY2024 |
- FY2025 program retains the same metric mix and 20%/100%/200% payout curve; NEO target bonus opportunities remain 70–100% of salary (Bruno’s specific FY2025 target not itemized, but NEO range unchanged).
Long-Term Incentives (Equity)
| Grant date | Instrument | Quantity (#) | Vesting/Performance | Grant date fair value ($) |
|---|---|---|---|---|
| 9/28/2023 | Performance RSUs | 17,907 | Three discrete 1‑yr AOI goals (FY24–FY26), banked and paid after 3 yrs; TSR modifier ±25%; requires positive 3‑yr cumulative AOI for vesting | 115,142 |
| 9/28/2023 | Time-based RSUs | 17,907 | Cliff vest ~3 yrs (scheduled 7/17/2026) | 100,100 |
| 9/6/2022 (hire award) | Time-based RSUs | 37,671 | 1/3 each on 9/6/2023, 9/6/2024, 9/6/2025; 12,557 vested on 9/6/2023 | Not stated in 2024 proxy; 2023 vest disclosed |
- Expected vesting: No performance-based shares from FY2024 LTIP are currently expected to vest for any NEO given below‑threshold trajectories; goals have not been adjusted.
- FY2025 change: NEO equity to be 100% performance‑based RSUs (no time‑based component), reflecting shareholder feedback.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 60,114 shares as of July 29, 2024; “less than 1%” of outstanding |
| Near-term RSUs | Includes 12,557 shares acquirable within 60 days upon vesting of time‑based RSUs (footnote) |
| Ownership guidelines | Executives must hold 2× salary in common stock (RSUs/options excluded); 5 years to comply; must retain 50% of net shares until compliant |
| Compliance status disclosure | As of 4/28/2024, directors compliant; executive officers with ≥5 years tenure compliant except CFO (below due to stock price; retaining 50% of shares). Bruno is within five‑year phase‑in window; no shortfall disclosure for him |
| Hedging/pledging | Hedging prohibited; pledging strongly discouraged and requires pre‑clearance; no current pledges by executives or directors |
Employment Terms
| Provision | Summary | Specific amounts (Bruno) |
|---|---|---|
| Change-of-control severance | Double‑trigger; cash equal to ~2× total cash comp (base + target bonus) if terminated without cause or for good reason in connection with CoC; prior‑year bonus payable if not yet paid | CoC payment $967,538; Non‑compete payment $486,200; Total $1,453,738 |
| Equity upon CoC + adverse trigger | RSUs vest at target | Estimated equity value at FYE on CoC: $364,881 |
| Death/disability | Annual bonus pays at target; RSUs vest at target (performance) and 100% (time‑based) | Same dollar values as CoC equity for RSUs; FY2024 target bonus $200,200 |
| Non‑compete | One year’s total cash compensation paid in exchange for non‑compete covenants | See above (non‑comp payment) |
| Clawback | Mandatory recoupment of incentive‑based comp upon any required accounting restatement (three prior years); additional discretionary clawbacks for misconduct/“Cause” within defined periods | Policy effective 9/28/2023; aligns with SEC/NYSE rules |
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Revenues ($) | 294,839,000* | 234,934,000* | 225,333,000* |
| EBITDA ($) | 8,231,000* | (19,701,000)* | (3,721,000)* |
- During Bruno’s operating tenure (FY2023–FY2024), revenue declined modestly while EBITDA loss narrowed materially, consistent with Company commentary about improved operating loss and cash generation emphasis. Values retrieved from S&P Global.*
Governance, Pay Practices, and Say‑on‑Pay Signals
- Compensation design emphasizes pay-for-results: FY2024 AIP tied to AOI (60%), AOCF (20%), and Net Sales (20%) at reporting-unit level; negative moderator applied when AOI below threshold; CHF underperformed, so Bruno earned $0 bonus for FY2024.
- Long-term incentives include stringent hurdles: “stretch” AOI goals, 3-year positive cumulative AOI gate, and relative TSR moderator (±25%); committee did not adjust goals despite macro headwinds; FY2022 PBRSUs paid 0%; FY2024 PBRSUs not expected to vest.
- Shareholder feedback: Say‑on‑Pay approval fell to 67.6% in 2023; CULP engaged holders >39% of shares and adjusted FY2025 program (peer group refined; NEO equity to 100% performance‑based).
Compensation Structure Analysis
- Mix and alignment: Bruno’s FY2024 total comp was primarily salary and equity; annual cash incentive paid $0 due to CHF underperformance, demonstrating formulaic alignment.
- Risk balance: Strong clawback, anti‑hedging/pledging, double‑trigger CoC, no excise tax gross‑ups (payments reduced to avoid 280G) – favorable governance posture.
- Trend: Increased employer deferred comp contribution for Bruno (10%→12.5%) supports retention during challenging industry conditions.
- Forward tilt: FY2025 shift to 100% performance‑based equity raises performance sensitivity (and risk) while reinforcing shareholder alignment.
Investment Implications
- Near-term selling pressure risk: Limited. No hedging/pledging permitted; no evidence of pledged shares; significant time‑based RSUs vest through 2026, potentially prompting tax‑related sales but not signaling discretionary selling.
- Pay-for-performance discipline: Zero FY2024 bonus for CHF underscores measurement rigor; committee resisted goal adjustments across cycles; performance‑based equity unlikely to vest absent sustained AOI recovery. This reduces windfall risk but elevates retention risk if outlook remains weak.
- Retention and CoC economics: Double‑trigger severance (~2× cash comp) plus non‑compete payment and equity acceleration provide meaningful protection; in a strategic transaction, Bruno’s equity and cash benefits could retain leadership continuity through close, then facilitate orderly transition.
- Execution focus: Given CHF’s below‑threshold results in FY2024, Bruno’s key levers are margin restoration (AOI), cash generation, and sales stabilization to re‑fund incentives. Investors should monitor divisional AOI trajectory versus FY2025 AIP targets to gauge probability of incentive accruals and signal improving fundamentals.