William L. Tyson
About William L. Tyson
William L. Tyson (age 62) was appointed as an independent director of Culp, Inc. on March 5, 2025, and will stand for election for a one‑year term at the 2025 Annual Meeting . He retired in December 2024 as Head of Mergers & Acquisitions within Fifth Third Capital Markets, following prior senior roles at Fifth Third Bank, BB&T Capital Markets/Scott & Stringfellow, Wheat First Butcher Singer, and Wachovia Corporation . The Board determined Mr. Tyson is independent under NYSE standards and the Company’s categorical standards and lists him as independent in the director nominee summary . As of July 29, 2025, he beneficially owned 800 CULP shares, less than 1% of outstanding shares (12,605,306) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Capital Markets | Head of Mergers & Acquisitions | 2021–Dec 2024 | Led strategic direction of M&A and investment banking platforms; drove non‑organic growth strategy |
| Fifth Third Bank | EVP, Co‑Head of Capital Markets | 2016–2021 | Executive and financial leadership acumen |
| BB&T Capital Markets (Scott & Stringfellow predecessor) | Senior Managing Director & Co‑Head of Investment Banking; various leadership roles | ~18‑year tenure | Extensive capital markets experience |
| Wheat First Butcher Singer | Head of furnishings, consumer and industrial growth industry practices | Not disclosed | Sector practice leadership |
| Wachovia Corporation | Vice President | Not disclosed | Banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | No other public company directorships mentioned for Mr. Tyson in CULP’s 2025 proxy |
Board Governance
- Independence: The Board determined Mr. Tyson is independent under NYSE and Company standards; he is listed as an independent nominee in the proxy summary .
- Board leadership: Chair (Franklin N. Saxon) and CEO roles are separated; lead independent director is Fred A. Jackson (since Sept 29, 2021) .
- Executive sessions: Non‑management directors meet quarterly; independent directors meet at least annually in executive session .
- Attendance: FY2025 Board met 14 times; Audit 10; Compensation 7; Corporate Governance and Nominating 8. Each Board member then on the Board attended at least 75% of the aggregate number of Board/committee meetings on which they served .
| Committee | Role | Chair | Notes |
|---|---|---|---|
| Audit Committee | Member | John A. Baugh | Board determined all members financially literate; Mr. Tyson qualifies as an “audit committee financial expert” under SEC rules |
| Compensation Committee | Member | Sharon A. Decker | Committee engages independent advisor (Pearl Meyer); oversees executive pay and risk |
| Corporate Governance & Nominating Committee | Member | Kimberly B. Gatling | Oversees director nominations and governance policies |
| Strategy Committee (est. FY2026) | Member | Not disclosed | Members: Robert G. Culp, Alexander B. Jones, and William L. Tyson; focuses on growth/value creation initiatives |
Fixed Compensation
| Period | Component | Amount | Notes |
|---|---|---|---|
| FY2025 | Quarterly cash retainer (prorated) | $13,750 | Paid April 1, 2025; no equity for FY2025 due to March 5, 2025 appointment |
| Ongoing program (FY2025 framework) | Annual cash retainer | $55,000 (non‑employee directors); $60,000 (lead independent) | Paid in quarterly installments |
Performance Compensation
| Period | Equity Type | Amount/Units | Vesting |
|---|---|---|---|
| FY2025 | Service‑based RSUs | $0 for Mr. Tyson | Tyson did not receive an equity award in FY2025 |
| Program terms (FY2025 framework) | Service‑based RSUs | Value equal to annual cash retainer ($55,000; $60,000 for lead independent) | Vest on the earlier of one‑year from grant or the next annual meeting ≥50 weeks after prior annual meeting; convert 1:1 into common stock at vest |
| Sep 26, 2024 grants to other directors (reference) | RSUs | 10,033 units to lead independent; 9,197 units to other non‑employee directors | Valued at closing price $5.98 per share on grant date; Tyson joined later and did not receive FY2025 equity |
No performance metrics are tied to non‑employee director equity (service‑based RSUs only) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Interlocks | None disclosed for Mr. Tyson in the 2025 proxy |
| Investor agreements | Cooperation agreements pertain to the Investor Group and Alexander B. Jones; not specific to Mr. Tyson |
Expertise & Qualifications
- Over 30 years of investment banking and capital markets leadership; strategic and financial expertise beneficial to CULP’s oversight .
- Audit Committee “financial expert” designation under SEC rules; Board found all Audit Committee members financially literate .
- Board lists him as independent; independence determinations are reviewed annually under NYSE and Company standards .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of July 29, 2025) | 800 |
| Shares outstanding (as of record date for 2025 meeting) | 12,605,306 |
| Ownership % | ~0.006% (calculated from disclosed figures) |
| Unvested RSUs (FY2025) | 0 (no FY2025 equity grant) |
| Hedging/Pledging | Company policy prohibits hedging or pledging of shares |
| Director ownership guideline | 2× annual cash retainer; 5 years to achieve; must retain ≥50% of shares from Company grants until compliant |
| Compliance status observation | As a new director (appointed March 5, 2025), he is within the 5‑year window to reach guideline ownership |
Governance Assessment
- Strengths: Independent director with deep M&A and capital markets experience; serves on key committees (Audit, Compensation, Governance, Strategy); designated Audit Committee financial expert; Board maintains strong governance practices (executive sessions; independent committees; stock ownership guidelines; anti‑hedging/pledging policy) .
- Alignment: Current ownership is modest (800 shares) given mid‑year appointment and no FY2025 equity grant, but Company policy requires 2× retainer ownership within five years and mandates retention of ≥50% of shares from Company grants until compliant .
- Engagement: FY2025 attendance threshold met across Board/committees (≥75% for each member then on the Board); Board and committees were active (14 Board, 10 Audit, 7 Compensation, 8 Governance meetings) .
- Compensation governance: Director compensation is balanced between cash retainer and service‑based RSUs; Compensation Committee uses an independent consultant (Pearl Meyer) and reviews incentive risk; no director meeting fees disclosed beyond retainer/RSUs .
- Conflicts/RED FLAGS: No related‑party transactions or pledging disclosed for Mr. Tyson; independence affirmed; he was recommended by the CEO and certain non‑management directors (including the Chair), but the Board’s independence determination found no material relationship per NYSE standards—no conflict identified in the proxy .