T.M. Nuckols, Jr.
DIXIE GROUPAbout T.M. Nuckols, Jr.
T.M. Nuckols, Jr. serves as Vice President, President – Residential at The Dixie Group (DXYN) and is one of the company’s Named Executive Officers. Company performance during 2022–2024 showed revenue declining to $265.0M in FY 2024 and EBITDA at $1.95M, while the “Pay vs. Performance” table indicates materially negative TSR over the same period (value of a $100 investment fell to $12 in 2024) and negative net income, framing a challenging operating backdrop for incentive outcomes . Revenues and EBITDA shown below support context for incentive plan design and payouts.
Company performance snapshot:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 303,570,000* | 276,343,000* | 265,026,000* |
| EBITDA ($) | (15,927,000)* | 7,470,000* | 1,954,000* |
| Company TSR – $100 initial investment (year-end value) | $30 | $29 | $12 |
| Company Net Income (Loss) ($000s) | (35,079) | (2,718) | (13,000) |
Values with an asterisk (*) retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No biography or prior roles for Mr. Nuckols were disclosed in the 2024–2025 proxy statements reviewed . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or outside roles for Mr. Nuckols were disclosed in the 2024–2025 proxy statements reviewed . |
Fixed Compensation
Multi-year summary of fixed and other compensation elements from the Summary Compensation Table:
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 325,000 | 5,965 | Includes registrant contributions and insurance premiums; no pension/SERP . |
| 2024 | 325,000 | 6,281 | Includes registrant contributions and insurance premiums; no pension/SERP . |
All Other Compensation detail (select components):
- 2023: Registrant contributions $3,050 and insurance premiums $2,915 .
- 2024: Registrant contributions $3,300 and insurance premiums $2,981 .
Performance Compensation
Annual cash incentive (actual payouts and plan structure)
| Year | Metric(s) | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|---|
| 2023 | Financial and individual goals (Committee discretion) | Not disclosed | Not disclosed | Not disclosed | 214,111 | Awarded under 2023 Plan; paid in Q1’24 . |
| 2024 | Operating income from continuing ops (as adjusted) | 100% (for CEO/COO/CFO; President Residential uses consolidated op. income) | Not disclosed | Not disclosed | 0 | Committee determined no cash incentives under 2024 Plan . |
| 2025 (eligible) | Operating income from continuing ops (as adjusted) | 100% | Not disclosed | N/A | 30–90% of base salary opportunity for President Residential | Payout, if any, in March 2026; subject to Committee discretion . |
- 2025 opportunity ranges (for reference): President – Residential: 30% to 90% of base salary; CEO/COO 45% to 105%; corporate-function officers 15% to 75% .
Equity incentives (awards granted, vesting, and conditions)
| Year/Plan | Instrument | Grant Detail | Vesting | Conditions / Notes |
|---|---|---|---|---|
| 2023 Plan (granted in 2024) | Primary Long-Term Incentive RS | T.M. Nuckols: 37,738 shares; plus Career Shares: 13,000 shares | Primary LTI: ratable over 3 yrs ; Career Shares: 2-yr vest if age ≥61; else ratable over 5 yrs from grant after reaching age 61 | $5.00 minimum price per share used to determine shares awarded; Committee may adjust awards; hedging/hypothecation prohibited pre-vesting . |
| 2024 Plan | RS (Primary LTI and Career Shares) | No Primary LTI or Career Shares granted to NEOs under 2024 Plan | — | Death, disability, or change in control → immediate vesting of all share awards; termination without cause → immediate vesting of Career Shares and expensed portion of LTI . |
| May 25, 2023 | Stock Options | 25,000 options to T.M. Nuckols; exercise price $1.00; 5-year term to 5/25/2028 | Vest after 2 years only if stock trades ≥$3.00 for five consecutive trading days during the option term | Granted at 10% over fair market value ($0.90 → $1.00 strike); non-transferable; post-termination limits apply . |
Equity actually recognized in SCT (grant-date fair value and options)
| Year (SCT) | Stock Awards ($) | Option Awards ($) | Notes |
|---|---|---|---|
| 2023 | — | 10,497 | Options granted 5/25/2023; market condition to $3.00 . |
| 2024 | 30,950 | — | Reflects awards from 2023 Plan, granted in 2024 . |
Equity Ownership & Alignment
| As of | Shares Owned Outright | Unvested RS | Total Beneficial Ownership | Options (Unexercisable) | Ownership % of Class | Pledged/Hedged |
|---|---|---|---|---|---|---|
| Mar 10, 2025 | 60,119 | 104,444 | 164,563 | 25,000 | <1% (asterisked in proxy) | Hedging/hypothecation of unvested awards prohibited |
| Feb 23, 2024 | 47,197 | 73,630 | 120,827 | 25,000 | <1% (asterisked in proxy) | Hedging/hypothecation of unvested awards prohibited |
- Outstanding/unvested market value reference points (company year-end price): 104,444 unvested shares valued at $67,993 using $0.651/share at 2024 year-end ; 73,630 unvested shares valued at $54,818 using $0.7445/share at 2023 year-end .
- Stock ownership guidelines and compliance status were not disclosed for NEOs in the proxies reviewed .
- No pledging of shares by Mr. Nuckols was disclosed; beneficial ownership footnotes for him did not reference pledges .
Employment Terms
- Annual Incentive Plan structure: For 2025, cash bonus opportunity for the President – Residential is 30–90% of base salary, based 100% on consolidated operating income, as adjusted for unusual items; Committee retains discretion to adjust for extraordinary items and individual performance .
- Share award vesting/forfeiture: Death, disability, or change in control → immediate vesting of all share awards; termination without cause → immediate vesting of Career Shares and the expensed portion of LTI awards; voluntary termination or termination for cause → forfeit unvested awards; retirement age treatment for expensed amounts .
- Options (5/25/2023 grant): 5-year term; vesting requires both a 2-year service condition and a $3.00 five-day trading price condition; exercise price $1.00; non-transferable; post-termination limits per agreement .
- Clawback, non-compete, non-solicit provisions were not specifically disclosed for NEOs in the reviewed proxies .
- Insider trading policy prohibits trading while aware of MNPI and prohibits disclosure; incentive equity award agreements prohibit hedging/hypothecation prior to vesting .
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR – $100 initial investment (year-end value) | $30 | $29 | $12 |
| Company Net Income (Loss) ($000s) | (35,079) | (2,718) | (13,000) |
- 2023 cash bonuses were paid to NEOs (including $214,111 to Mr. Nuckols) despite negative net income, reflecting the Committee’s discretion and plan design that considers multiple objectives beyond GAAP profitability .
- 2024 produced no cash or equity awards to NEOs under the 2024 Plan, aligning payouts with underperformance and Committee discretion .
Say‑on‑Pay & Shareholder Feedback
| Meeting Year | Say‑on‑Pay Outcome |
|---|---|
| 2023 | >93% “For” |
| 2024 | >93% “For” (at 2024 meeting) |
Risk Indicators & Red Flags (observed in filings)
- Options with market vesting hurdles (≥$3.00 five-day price) can create concentrated windows of potential exercise/sale activity if triggered, adding potential short-term selling pressure once the price condition and service condition are met .
- No related-party transactions involving Mr. Nuckols were disclosed; 2024 proxy noted no related party transactions for 2024; 2023 proxy disclosed de minimis purchases from a shareholder-controlled supplier (not attributed to Mr. Nuckols) .
- Hedging/hypothecation prohibited for unvested equity; no pledging disclosed for Mr. Nuckols .
Compensation Committee & Peer Process (context)
- Compensation/Nominations & Corporate Governance Committee (independent directors) administers executive pay; uses discretion, may consult external advisors, and designs annual cash and equity programs (Primary LTI RS and Career Shares) with vesting and change-in-control terms described above .
- Compensation peer group, target percentile and explicit metric targets were not disclosed in the reviewed proxies .
Investment Implications
- Pay-for-performance alignment tightened in 2024: zero cash and zero equity awards under the 2024 Plan signal that realized pay is responsive to weak results; conversely, sizable 2023 cash bonuses (including $214k to Nuckols) alongside negative net income highlight the Committee’s discretion and the use of non-GAAP/operating metrics and individual goals, which investors should monitor for consistency across cycles .
- Potential selling pressure overhang: 104,444 unvested RS plus 25,000 performance-vesting options expiring 2028 could convert to sellable shares over time (particularly if the $3.00 price trigger is met), though 2024 had no new awards—reducing near-term incremental supply from new grants .
- Alignment and retention: Ownership <1% and a significant portion of value in unvested RS/options suggest moderate alignment via “at-risk” equity and retention through vesting schedules; prohibition on hedging/hypothecation of unvested awards is governance-positive, but absence of disclosed ownership guidelines for NEOs limits assessment of longer-term holding alignment .
- Outlook for 2025 incentives: 100% weighting to operating income may increase payout sensitivity to execution in the core business; investors should track whether operating income targets (as adjusted) are sufficiently rigorous, given prior-year losses and TSR trends .
All facts, amounts, and terms above are sourced from The Dixie Group’s 2025 and 2024 definitive proxy statements and related 8-K exhibits. See citations throughout.
Citations: