Michael L. Owens
DIXIE GROUPAbout Michael L. Owens
Independent director of The Dixie Group, Inc. (DXYN) since 2014; age 68; Assistant Dean of Graduate Programs and Lecturer in the College of Business at the University of Tennessee at Chattanooga. Previously President of Coverdell & Company and Senior Vice President & Chief Operating Officer of Monumental Life Insurance Company; former certified public accountant. Chair of the Audit Committee; designated Audit Committee Financial Expert; the Board met five times in 2024 and no director attended fewer than 75% of board and committee meetings on which they served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coverdell & Company (Atlanta, GA) | President | Not disclosed | Executive leadership in services business |
| Monumental Life Insurance Company | Senior Vice President & Chief Operating Officer | Not disclosed | Operations leadership in insurance |
| Various (Accounting) | Certified Public Accountant | Not disclosed | Auditing background; supports audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Tennessee at Chattanooga | Assistant Dean of Graduate Programs and Lecturer, College of Business | Current | Academic leadership; business education |
Board Governance
- Committee assignments: Chair, Audit Committee; members include Owens (Chair), William F. Blue Jr., Charles E. Brock, and Hilda S. Murray; all Audit Committee members are independent under NASD rules .
- Audit Committee meetings: 4 in 2024; operates under a written charter; implements pre-approval policies for audit and non-audit services .
- Independence: Board determined Owens is independent under SEC/NASDAQ standards; independent directors meet in executive session at each regular quarterly board meeting, chaired by Lead Independent Director William F. Blue Jr. .
- Attendance: No director attended fewer than 75% of board/committee meetings in 2024; Board met five times in 2024 .
- Audit Committee Financial Expert: Owens designated by the Board; independent under Rule 10A-3(b)(1) .
Fixed Compensation
| Component (Director, 2024) | Amount/Detail | Vesting/Structure |
|---|---|---|
| Fees earned or paid in cash | $50,000 (includes $40,000 annual retainer plus $10,000 Audit Chair retainer) | Quarterly installments; no meeting fees |
| Restricted stock award (grant date fair value) | $4,160 | Vests five business days after the succeeding annual meeting |
| Restricted stock shares granted | 8,000 shares (unvested at reporting) | Grant sizing uses a deemed minimum stock price of $5/share for share count; ASC 718 fair value uses market price at grant (e.g., ~$0.52) |
| Total (cash + equity grant date fair value) | $54,160 | — |
The Company’s director equity awards are sized to $40,000 “value” using the closing price at grant, subject to a deemed minimum of $5/share; this produced 8,000 shares despite a lower actual trading price, yielding the lower ASC 718 fair value shown above .
Performance Compensation
- No performance-based director compensation is disclosed; director pay comprises fixed cash retainers and time-based restricted stock; no meeting fees and no options for directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | DXYN proxy does not list other public company directorships for Owens |
Expertise & Qualifications
- Audit oversight: Designated Audit Committee Financial Expert; CPA background supports financial literacy and audit oversight .
- Executive leadership: Former President (Coverdell & Company) and SVP/COO (Monumental Life) .
- Academic leadership: Assistant Dean and Lecturer at UT Chattanooga College of Business .
Equity Ownership
| Ownership Detail | Shares | Notes |
|---|---|---|
| Director’s vested restricted stock award | 24,000 | Vested portions of director equity grants |
| Director’s unvested restricted stock award | 8,000 | Most recent grant; vests after next annual meeting |
| Performance units (convertible into common on retirement) | 21,175 | Convertible at retirement; included in beneficial ownership presentation |
| Total beneficial ownership (Common Stock) | 53,175 | Under 1% of Common Stock outstanding (*) |
| Ownership as % of class | <1% (*) | Proxy denotes “*” equals less than 1% of class |
No pledging or hedging by directors is disclosed; Company has an insider trading policy prohibiting trading on MNPI and hedging/hypothecation of executive restricted stock awards prior to vesting .
Governance Assessment
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Strengths:
- Independent director with deep audit and operations experience; designated Audit Committee Financial Expert; chairs a fully independent Audit Committee with formal pre-approval controls .
- Attendance meets policy thresholds; independent directors hold regular executive sessions; presence of a Lead Independent Director .
- No related-party transactions in 2024; clear related-party oversight policies .
- Say-on-pay in 2024 exceeded 93%, signaling broad shareholder support for compensation practices .
-
Risks/Considerations:
- Combined CEO/Chair structure persists, which can dilute independent board oversight; mitigated in part by quarterly executive sessions led by the Lead Independent Director .
- Insider voting control is high: directors and executive officers as a group represented ~69.7% of total vote, driven by Class B super-voting stock fully held by insiders; this can limit external accountability and amplify control dynamics .
- Audit fees increased year-over-year ($762,440 in 2024 vs. $670,909 in 2023); while pre-approval is in place, sustained increases warrant continued cost-benefit review by the Audit Committee .
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Signals for investors:
- Owens’ chairmanship and expert designation on the Audit Committee, coupled with meeting frequency and executive sessions with auditors and management, support financial reporting quality and internal control oversight .
- Director compensation structure relies on fixed cash and time-based equity; alignment exists via share ownership and performance units convertible on retirement, but lacks explicit performance metrics or TSR/financial hurdles for directors .
RED FLAGS: Concentrated insider voting control via Class B shares (100% insider-held) and combined CEO/Chair roles can reduce the effective influence of independent directors; investors should monitor how the Board and its independent committees counterbalance these governance risks .