Aaron Carter

About Aaron Carter

Aaron Carter (age 54) has served as an independent, non‑employee director of Ennis, Inc. (EBF) since 2020, with his current term expiring in 2026. He is Assistant Regional Vice President at Ross Stores, Inc., with a 30‑year retail operations background including district management at Wal‑Mart Stores, Inc. (1993–2007). He holds a B.A. in Political Science from the University of Dallas and an MBA (leadership) from Walden University; he is also a trained executive/leadership/life coach. Notably, Carter chaired a special board committee investigating and responding to a shareholder inquiry about the design of the Company’s long‑term incentive program, a governance signal of constructive engagement and oversight .

Past Roles

External Roles

Board Governance

• Independence: Board determined Aaron Carter is independent under NYSE and Company guidelines; independent directors formed a Board majority in 2025 .
• Committee assignments (as of Feb 28, 2025): Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
• Attendance: Board met 6 times in FY2025; no incumbent director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
• Executive sessions: Independent directors meet regularly in executive session without management .

Fixed Compensation

Policy schedule for non‑employee directors (FY2025):

• Annual cash retainer: $41,580
• Board meeting fee: $2,310 per meeting
• Committee chair fee: $6,930 (Audit/Comp/Nominating)
• Committee meeting fee: $1,733 per meeting for all committee members

Performance Compensation

Equity compensation structure for non‑employee directors:

• Value‑defined annual equity awards capped at approximately $57,750 (restricted stock), vesting one‑third per year over 3 years .
• Stock options may be granted; no options granted in FY2025 to directors .

No performance‑based metrics (e.g., TSR, EBITDA) are disclosed for director equity awards; director grants are time‑based, value‑defined restricted stock .

Other Directorships & Interlocks

The proxy biography lists external governance roles above; no other public company directorships are disclosed for Mr. Carter in the proxy .

Expertise & Qualifications

• 30‑year retail operations career across Ross and Wal‑Mart; execution of complex store openings and field leadership .
• Governance experience (audit chair at DeSoto EDC) and long‑standing community board service .
• Education: B.A. (Political Science, University of Dallas); MBA (leadership, Walden University); trained executive/leadership/life coach .
• Board contribution: Chaired special committee to investigate/respond to shareholder inquiry on long‑term incentive design, demonstrating governance responsiveness .

Equity Ownership

• Beneficial ownership (May 16, 2025): 9,613 shares (direct); <1% of outstanding shares .
• Pledging/hedging: Company policy strictly prohibits pledging or hedging by officers/directors; shares in the table are not pledged .
• Director stock ownership guidelines: Minimum ownership equal to 6× annual cash retainer to be reached within five years of election; unvested stock awards do not count .

Governance Assessment

• Independence and engagement: Carter is an independent director in a majority‑independent board; he maintained ≥75% attendance and participated in executive sessions, supporting robust oversight and accountability .
• Committee effectiveness: Service on Audit and Nominating & Governance aligns with his audit leadership background and succession planning expertise; the special LTI committee chair role indicates willingness to address shareholder concerns, a positive signal for investor confidence .
• Alignment and incentives: Director pay mixes cash retainer/meeting fees with time‑based restricted stock grants (no options in FY2025), with a strong stock ownership guideline (6× retainer within five years) and anti‑pledging/hedging policies, reinforcing alignment and risk controls .
• Conflicts and red flags: No related‑party transactions are disclosed for Carter. Board‑level conflicts involve other directors (e.g., Mozina’s sourcing/lease arrangements leading to non‑independent classification; Walters’ spousal relationship to the CEO), but independent directors remain a majority, mitigating governance risk; Section 16 compliance issues cited in the proxy did not involve Carter .
• Shareholder oversight context: Annual say‑on‑pay advisory vote and transparent disclosure of compensation practices provide mechanisms for shareholder feedback; Carter’s committee roles place him within key oversight channels, though he does not sit on the Compensation Committee .

Overall signal: Carter’s independence, attendance, audit/governance committee service, and leadership on a shareholder‑sensitive LTI review support board effectiveness and investor confidence; no Carter‑specific conflicts or trading compliance issues are disclosed .