Charles E. Brock
DIXIE GROUPAbout Charles E. Brock
Charles E. Brock (age 60) is an independent director of The Dixie Group (DXYN) and has served on the Board since 2012. He is CEO of the Chattanooga Quantum Collaborative (non-profit), owner of Brock Partnerships (entrepreneurial advisory/investment), and previously served as President & CEO of Launch Tennessee (2013–2018). He also sits on the board of Pinnacle Financial Partners. He is a member of DXYN’s Audit Committee and its Compensation/Nominations and Corporate Governance Committee. The Board has determined he is independent under SEC and NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Launch Tennessee | President & CEO | 2013–2018 | Led statewide development of high‑growth companies |
| The Company Lab | Executive Entrepreneur | Not disclosed | Regional startup ecosystem leadership |
| Chattanooga Renaissance Fund | Founding Partner | Not disclosed | Angel investing; company formation |
| Foxmark Media | Involved in establishment | Not disclosed | New business formation experience |
| CapitalMark Bank and Trust | Involved in establishment | Not disclosed | New business formation experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chattanooga Quantum Collaborative | CEO | Current | Non‑profit focused on quantum ecosystem development |
| Brock Partnerships | Owner | Current | Advisory and investment activities |
| Pinnacle Financial Partners | Director | Current | Public company directorship |
Board Governance
- Committees: Audit Committee (members: Owens—Chair, Blue, Brock, Murray); Compensation/Nominations & Corporate Governance Committee (members: Blue—Chair, Brock, Murray). The Audit Committee met 4 times in 2024; the Compensation Committee met twice (comp) and once (nominations/CG) in 2024.
- Independence: Brock is one of four independent directors (Blue, Brock, Murray, Owens).
- Attendance: No director attended fewer than 75% of Board and applicable committee meetings in 2024; the Board met 5 times.
- Leadership and executive sessions: CEO and Chairman roles are combined (Daniel K. Frierson); William F. Blue, Jr. is Lead Independent Director and chairs executive sessions held quarterly.
- Audit oversight: Audit Committee operates under a written charter; Forvis Mazars, LLP independence and PCAOB communications reviewed; Owens is designated “audit committee financial expert,” and remaining members would qualify based on qualifications.
Fixed Compensation
| Component (Non-Employee Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly; no per‑meeting fees |
| Committee chair retainer | $0 | Only committee chairs receive $10,000; Brock is not a chair |
| Meeting fees | $0 | No additional Board/Committee meeting fees |
| Total cash (2024) | $40,000 | Brock’s fees earned in cash |
| Annual equity award (policy) | $40,000 (value basis) | Restricted stock valued using closing price on grant date, subject to $5.00/share minimum; vests 5 business days after the succeeding annual meeting |
| Restricted stock grant (2024 GAAP fair value) | $4,160 | Aggregate grant‑date fair value under ASC 718 |
Vesting: Director restricted stock awards vest five business days after the succeeding annual meeting.
Performance Compensation
| Metric/Instrument | Terms | 2024/Outstanding |
|---|---|---|
| Director “Performance Units” | Issued as payment of one‑half of annual retainer; convertible into common shares upon retirement as a director | 25,341 units for Brock; convertible into shares on retirement |
| Performance metrics tied to director equity | Not disclosed | No operational/financial metrics disclosed for director equity |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Pinnacle Financial Partners | Director | Banking relationship with DXYN not disclosed; no related party transactions reported in 2024 |
- Related-party transactions: None in 2024 under SEC Regulation S‑K Item 404 policies; material conflict transactions require Committee review and approval.
Expertise & Qualifications
- Entrepreneurship and company formation; involved in establishing Foxmark Media and CapitalMark Bank & Trust.
- Ecosystem building and public‑private leadership (Launch Tennessee; The Company Lab).
- Current focus on advanced technology ecosystems (quantum).
- Committee service across Audit and Compensation/Nominations & Corporate Governance, indicating oversight breadth.
Equity Ownership
| Category | Shares/Units | Status |
|---|---|---|
| Vested restricted stock | 24,000 | Vested |
| Unvested restricted stock | 8,000 | Subject to time‑based vesting |
| Performance Units (convertible on retirement) | 25,341 | Convert to common shares upon retirement |
| Shares held outright | 0 | None disclosed |
| Total beneficial ownership | 57,341 | <1% of common stock outstanding |
- Pledging/hedging: Company prohibits hedging or hypothecation of incentive equity awards prior to vesting (policy specified for executives; director‑specific hedging policy not separately disclosed).
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
- Positive signals: Independent status; service on Audit and Compensation/Nominations & Corporate Governance Committees; no director <75% attendance; quarterly executive sessions led by an empowered Lead Independent Director; no related‑party transactions in 2024; robust Audit Committee independence and financial expertise.
- Alignment: Director equity structure provides ongoing ownership through restricted stock and performance units; Brock holds 24,000 vested RS and 25,341 convertible performance units, though overall ownership is <1%.
- Structural risk: Combined CEO/Chair role may concentrate power; mitigated by Lead Independent Director and regular executive sessions.
- Voting concentration context: Directors and executive officers as a group control ~69.7% of total vote due to Class B super‑voting shares, which can limit external investor influence; Brock individually holds <1%.
- Say‑on‑pay context: 2024 say‑on‑pay approval exceeded 93%, indicating broad shareholder support for executive compensation programs (context for governance climate).
No legal proceedings, SEC investigations, hedging/pledging by Brock, or compensation consultant conflicts were disclosed; no repricing of underwater options or director‑specific clawback provisions were disclosed for 2024.
RED FLAGS (none disclosed):
- Related party transactions: None in 2024.
- Low attendance: None; all directors ≥75%.
- Option repricing, tax gross‑ups, pledging: Not disclosed for directors.
Director Compensation Details (2024)
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $40,000 | Annual retainer; Brock not a chair |
| Director restricted stock awards (GAAP FV) | $4,160 | ASC 718; grant at annual meeting date |
| Total | $44,160 | No other comp or options |
Committee Workload (2024)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 5 | No director <75% attendance |
| Audit Committee | 4 | Independent members; chartered; pre‑approval policies; auditor independence reviewed |
| Compensation/Nominations & Corporate Governance | 2 (Comp) + 1 (Nom/CG) | Annual CEO review; chartered; governance guidelines |
Notes on Compensation Structure (Company Context)
- Director policy: Annual equity award determined by closing price on grant date, subject to $5 per share minimum; vesting five business days after succeeding annual meeting.
- Executive incentive policies: Hedging/hypothecation prohibited prior to vesting; option grants consider open trading windows and non‑public information.
Summary
Brock brings deep entrepreneurial and ecosystem experience, sits on two key oversight committees, and is affirmed independent. His ownership is primarily via restricted stock and long‑dated performance units that convert at retirement, providing some alignment but limited absolute stake. Governance processes show regular executive sessions and independent audit oversight; the combined CEO/Chair role and concentrated voting power are structural considerations for investors.