Hilda S. Murray
DIXIE GROUPAbout Hilda S. Murray
Hilda S. Murray (age 70) serves as Corporate Secretary and Executive Vice President of TPC Printing & Packaging, and is the founder and President of Greener Planet, LLC; she has been an independent director of The Dixie Group, Inc. (DXYN) since 2012 and sits on the Audit Committee and the Compensation/Nominations and Corporate Governance Committee . The Board classifies Murray as independent under SEC and NASDAQ standards, and disclosed that no director attended fewer than 75% of board and committee meetings in 2024, indicating regular engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPC Printing & Packaging | Corporate Secretary and Executive Vice President | Not disclosed | Senior executive in specialty packaging/printing |
| Greener Planet, LLC | Founder and President | Not disclosed | Environmental compliance advisor to packaging/printing industry |
External Roles
| Organization Type | Organization | Role | Public Company? |
|---|---|---|---|
| Private Company | TPC Printing & Packaging | Corporate Secretary & EVP | No public directorship disclosed |
| Private Company | Greener Planet, LLC | Founder & President | No public directorship disclosed |
| Public Company Boards | None disclosed | — | None disclosed |
Board Governance
- Committee memberships: Audit Committee (members: Owens—Chair, Blue, Brock, Murray), and Compensation/Nominations & Corporate Governance Committee (members: Blue—Chair, Brock, Murray) .
- Independence: Murray is classified as independent; the Board’s independent directors meet in executive session quarterly (chaired by Lead Independent Director William F. Blue, Jr.) .
- Attendance and meeting cadence: Board met five times in 2024; Audit met four times; the Compensation/Nominations & Corporate Governance Committee met two times (compensation) and once (nominations) in 2024; no director attended fewer than 75% of applicable meetings .
- Leadership structure: CEO and Chairman roles are combined (Daniel K. Frierson); executive sessions are held without management, providing independent oversight .
Fixed Compensation
- Structure: Non‑employee directors receive a $40,000 annual cash retainer; committee chairs receive an additional $10,000; no per‑meeting fees .
- Equity grant policy: Each non‑employee director receives an annual restricted stock award “valued” at $40,000 using a minimum deemed stock price of $5 per share; the award vests five business days after the succeeding annual meeting .
| Component | 2023 (FY reported in 2024 proxy) | 2024 (FY reported in 2025 proxy) |
|---|---|---|
| Cash fees (retainer/chair) | $40,000 | $40,000 |
| Committee chair fees received by Murray | $0 (not a chair) | $0 (not a chair) |
| Meeting fees | $0 (none paid) | $0 (none paid) |
| Total cash | $40,000 | $40,000 |
Performance Compensation
- Annual director equity: Restricted stock grant accounted at grant‑date fair value under ASC 718; while the “target value” is $40,000 using a $5 minimum price to determine share count, the accounting fair value reflects the actual market price on grant date (yielding smaller reported values given the low share price) .
- Vesting: Director restricted stock vests five business days after the following annual meeting .
- Performance units: Murray holds performance units that convert into common shares upon retirement from the board (described in beneficial ownership) .
| Equity Element | 2023 (FY reported in 2024 proxy) | 2024 (FY reported in 2025 proxy) | Vesting Terms |
|---|---|---|---|
| Director restricted stock (grant‑date fair value) | $5,600 | $4,160 | Vests five business days after succeeding annual meeting |
| Performance units (held balance detail in ownership) | 25,341 units (convertible at retirement) | 25,341 units (convertible at retirement) | Convertible into common stock upon retirement as a director |
| Performance metrics tied to director pay | None disclosed | None disclosed | None disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Murray |
| Committee roles at other public companies | None disclosed |
| Potential interlocks with DXYN competitors/suppliers/customers | No related party transactions in 2024; in 2023 DXYN made ~$64,000 purchases from Engineered Floors (controlled by shareholder Robert E. Shaw); no connection stated to Murray |
Expertise & Qualifications
- Executive management and governance: Corporate Secretary and EVP at TPC Printing & Packaging; governance and operational experience in specialty packaging/printing .
- Environmental domain knowledge: Founder/President of Greener Planet, LLC, advising on environmental compliance in packaging/printing—relevant to audit/governance oversight on compliance and ESG matters .
- Board tenure: Director since 2012 (experienced incumbent, continuity emphasis in nominations) .
Equity Ownership
| Metric | 2024 (record date Feb 23, 2024) | 2025 (record date Mar 10, 2025) |
|---|---|---|
| Total beneficially owned shares | 49,341 (less than 1% of class) | 57,341 (less than 1% of class) |
| Breakdown: Vested director restricted stock | 16,000 | 24,000 |
| Breakdown: Unvested director restricted stock | 8,000 | 8,000 |
| Breakdown: Shares held outright | 0 | 0 |
| Breakdown: Performance units (convert into shares at retirement) | 25,341 | 25,341 |
| Ownership as % of outstanding common | “*” (does not exceed 1%) | “*” (does not exceed 1%) |
| Shares pledged/hedged | Not disclosed for directors; company prohibits hedging/hypothecation of executive restricted stock awards prior to vesting |
Governance Assessment
- Strengths: Independent director with dual committee service (Audit; Compensation/Nominations & Governance), consistent attendance (≥75%), and quarterly executive sessions supporting independent oversight; equity holdings via restricted stock and performance units provide alignment, albeit below 1% ownership .
- Compensation mix: Cash retainer dominates (e.g., $40,000 cash vs $4,160 reported equity fair value in 2024), but annual equity grants and performance units provide continuing exposure to shareholder value; no per‑meeting fees minimize short‑term incentives .
- Potential concerns/RED FLAGS to monitor: Combined CEO/Chair structure (Daniel K. Frierson) can compress independent oversight; concentrated voting control—directors/executives (as a group) held ~69.7% of total vote in 2025—which may dampen external shareholder influence; however, regular independent sessions and Audit/Comp charters partially mitigate .
- Related‑party/conflicts: No related‑party transactions in 2024; in 2023, de minimis supplier purchases from Engineered Floors (controlled by a non‑director shareholder) were reviewed under policy; no ties to Murray disclosed .
- Shareholder sentiment: Say‑on‑Pay support exceeded 93% (2023/2024), signaling broad endorsement of compensation governance; Murray serves on the Compensation/Nominations & Governance Committee that reviews pay plans .
Committee Activity Overview
| Committee | Members | Meetings (2023) | Meetings (2024) | Chair | Independence |
|---|---|---|---|---|---|
| Audit | Owens (Chair), Blue, Brock, Kline (’23), Murray | 4 | 4 | Owens | All independent |
| Compensation/Nominations & Corporate Governance | Blue (Chair), Brock, Murray (plus Kline in ’23) | 3 total (2 comp; 1 nom) | 3 total (2 comp; 1 nom) | Blue | Independent directors |
Director Compensation Mix (Reported Values)
| Year | Cash Fees | Equity (ASC 718 fair value) | Total |
|---|---|---|---|
| 2023 | $40,000 | $5,600 | $45,600 |
| 2024 | $40,000 | $4,160 | $44,160 |
Additional Policies
- Related‑party review: Formal policy under the Compensation/Nominations & Corporate Governance Committee; no related‑party transactions in 2024 .
- Insider trading: Company policy prohibits trading while in possession of MNPI and restricts disclosure; executive incentive equity awards prohibit hedging/hypothecation prior to vesting .
Implications for investors: Murray’s independence, cross‑committee presence, and environmental/regulatory experience bolster oversight quality; persistent combined CEO‑Chair and high insider voting control warrant continued monitoring of board autonomy and responsiveness to minority shareholders despite strong recent say‑on‑pay outcomes .