William F. Blue, Jr.
DIXIE GROUPAbout William F. Blue, Jr.
William F. Blue, Jr. (age 66) is Lead Independent Director at The Dixie Group (DXYN), serving on the Board since October 2014. He is a former Vice Chairman of Investment Banking and Capital Markets at Wells Fargo Securities (2008–2014), and previously led Wachovia’s Consumer & Retail Investment Banking group (1998–2008) after serving as a Managing Director in M&A at NationsBanc Montgomery Securities, predecessor to Banc of America Securities. He currently chairs the Compensation/Nominations and Corporate Governance Committee, is a member of the Audit Committee and Executive Committee, and chairs executive sessions of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Securities, LLC | Vice Chairman, Investment Banking & Capital Markets | 2008–2014 | Led financing and advisory (acquisitions, divestitures, recapitalizations, fairness opinions, public/private offerings) |
| Wachovia Consumer & Retail Investment Banking | Group Head | 1998–2008 | Led coverage and transactions in consumer/retail sectors |
| NationsBanc Montgomery Securities | Managing Director, M&A | Prior to 1998 | M&A advisory; firm was predecessor to Banc of America Securities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Hopeway Foundation (Charlotte, NC) | Co-Founder and Director | Ongoing | Mental health nonprofit; governance/community leadership |
Board Governance
- Lead Independent Director; chairs executive sessions each regularly scheduled quarterly Board meeting, setting independent-director agenda without management present.
- Committee assignments: Chair, Compensation/Nominations & Corporate Governance Committee; Member, Audit Committee; Member, Executive Committee (which can exercise full Board authority between meetings).
- Independence: Board has determined Blue is independent under SEC and NASDAQ standards.
- Engagement: Board met 5 times in 2024; Audit Committee met 4 times; Compensation/Nominations & Corporate Governance met 3 times (2 as Compensation; 1 as Nominations/Governance).
- Attendance: No director attended fewer than 75% of Board and committee meetings in 2024; directors encouraged to attend annual shareholder meeting.
- Related party oversight: Committee has written policies under Reg S-K Item 404; no related party transactions in 2024; in 2023 the committee reviewed small-volume purchases from Engineered Floors (supplier controlled by shareholder Robert E. Shaw).
Fixed Compensation
- Policy: Non-employee directors receive $40,000 annual cash retainer; Committee Chairs receive additional $10,000; no meeting fees.
Director cash compensation (actual paid):
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $50,000 | $50,000 |
Performance Compensation
- Equity structure: Annual restricted stock grant sized at $40,000 using market price at election date (subject to minimum price of $5/share), vests five business days after the succeeding annual meeting.
- Director “Performance Units” comprise one-half of annual retainer for non-employee directors and convert into common stock upon retirement as a director.
Director equity awards and holdings:
| Metric | 2023 | 2024 |
|---|---|---|
| Director's Restricted Stock Awards (grant-date fair value, $) | $5,600 | $4,160 |
Restricted stock and performance units (share counts):
| Metric | 2024 (as of Feb 23, 2024) | 2025 (as of Mar 10, 2025) |
|---|---|---|
| Vested Restricted Stock (#) | 16,000 | 24,000 |
| Unvested Restricted Stock (#) | 8,000 | 8,000 |
| Performance Units (convertible at director retirement, #) | 20,962 | 20,962 |
Vesting and restrictions:
- Restricted stock awards vest five business days after the next annual meeting; awards are sized using a $5/share floor for determining share count.
- Performance Units convert into common shares at retirement; these units represent one-half of the annual director retainer historically.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Blue beyond DXYN |
| Notable network ties | Long-standing investment banking leadership across Wells Fargo/Wachovia; no supplier/customer board interlocks disclosed |
Expertise & Qualifications
- 29-year investment banking career with senior leadership in capital formation, M&A, fairness opinions, and equity/debt offerings; sector leadership in consumer/retail.
- Board governance experience at DXYN: Chair of Compensation/Nominations & Corporate Governance; Audit Committee member; Executive Committee member; Lead Independent Director.
- Independent status affirmed by Board under SEC/NASDAQ standards.
Equity Ownership
Beneficial ownership summary and alignment:
| Category | 2024 (as of Feb 23, 2024) | 2025 (as of Mar 10, 2025) |
|---|---|---|
| Shares held outright (Common) | 12,609 | 12,609 |
| Vested Restricted Stock (Common) | 16,000 | 24,000 |
| Unvested Restricted Stock (Common) | 8,000 | 8,000 |
| Performance Units (convertible at director retirement, Common) | 20,962 | 20,962 |
| Total beneficial ownership (Common) | 57,571 | 65,571 |
| Ownership % of class | Below 1% (“*”) | Below 1% (“*”) |
Policies:
- Insider trading policy prohibits trading while in possession of MNPI and governs directors/officers.
- Hedging or hypothecation of restricted stock awards is expressly prohibited for executives prior to vesting; directors follow Board equity grant policies and charters.
Governance Assessment
- Board effectiveness: Blue provides independent leadership as Lead Independent Director and chairs executive sessions, counterbalancing combined CEO/Chair structure; active committee roles (Comp/Gov Chair; Audit Member; Executive Committee Member) support oversight.
- Independence and attendance: Board affirms Blue’s independence; 2024 attendance thresholds met across directors; Board and committee cadence (5 Board, 4 Audit, 3 Comp/Nom/Gov) indicates regular oversight.
- Compensation alignment: Director cash is modest and formulaic ($40k retainer + $10k chair), with equity sized at $40k notionally using a $5 floor; ASC 718 grant-date fair value for Blue’s 2024 director equity was $4,160, reflecting low market price, while maintaining fixed-share sizing via the floor—an investor-friendly safeguard against issuing excessive shares at depressed prices.
- Shareholder signals: Say-on-pay support exceeded 93% in 2024 (and prior year), suggesting broad investor approval of pay programs; Blue’s committee leads CD&A inclusion and oversight.
- Conflicts and related-party exposure: No related party transactions in 2024; prior-year small purchases from Engineered Floors (supplier owned by a shareholder) reviewed by the committee under formal policy.
RED FLAGS and mitigations:
- Combined CEO/Chair and super-voting Class B shares (20 votes/share; Frierson family influence) concentrate control—mitigated by structured executive sessions led by Blue and independent committee leadership.
- Executive Committee’s broad authority between Board meetings can compress governance checks—balanced by independent committee oversight and regular meeting cadence.