Barbara Clemens
About Barbara T. Clemens
Independent director of Ennis, Inc. (EBF), age 66, serving since 2019; retired paper-industry executive with 30+ years spanning sales, manufacturing, marketing, supply chain, and general management. Education: B.S. Civil Engineering (Texas A&M) and M.B.A. (UCLA). Nominated for re‑election in 2025; classified as independent under NYSE and company criteria. Attendance met board standards (no incumbent director below 75%); she attended the 2024 annual meeting. Core credentials include deep operations and supply chain expertise across office and printing papers relevant to Ennis’s customer base and manufacturing footprint .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boise Paper (Packaging Corporation of America) | Vice President, Sales & Customer Service | 2016–2019 | Led commercial and customer ops across office/printing papers aligned with Ennis’s markets |
| Boise Paper | Director, Supply Chain | 2011–2015 | End‑to‑end supply chain leadership; familiarity with converting, pressure sensitive, and packaging papers |
| Boise Paper | Various roles (sales, manufacturing, marketing, supply chain, general management) | Not disclosed | Broad manufacturing fundamentals; extensive customer and product familiarity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Determined independent; board maintains majority independence and all three standing committees are fully independent .
- Committee assignments (FY2025): Audit Committee member; Compensation Committee member; not on Nominating & Corporate Governance; not a committee chair .
- Attendance: Board met 6 times in FY2025; no incumbent director fell below 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Lead independent director: Role resides with Nominating Committee chair (John Blind), not Clemens .
- Executive sessions: Independent directors meet without management at every regularly scheduled Board meeting .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Member | 2 |
| Nominating & Corporate Governance | Not a member | 2 |
Fixed Compensation
Policy elements and FY2025 actuals for Barbara Clemens.
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $41,580 | Paid monthly (policy) |
| Board meeting fee (per meeting) | $2,310 | Paid as incurred (policy) |
| Committee chair fee | $6,930 | Policy; not applicable to Clemens in FY2025 |
| Committee member per‑meeting fee | $1,733 | Policy; applies when attending committees |
| Fees earned or paid in cash (actual) | $65,122 | FY2025 total cash paid to Clemens |
Performance Compensation
Non‑employee director equity is value‑defined, time‑based restricted stock (no performance metrics). FY2025 grant and vesting terms below.
| Grant Date | Award Type | Units | Grant‑Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| 7/18/2024 | Restricted stock (RSUs) | 2,485 | $57,751 | 3 years, one‑third per year |
| Outstanding Stock Awards (2/28/2025) | Options Outstanding |
|---|---|
| 5,125 | — |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| EBITDA, ROE, TSR, ESG metrics | None disclosed for director equity (director awards are time‑based) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Clemens |
Compensation Committee interlocks: None; FY2025 Compensation Committee comprised of Blind, Clemens, and Quiroz (all non‑employee; independent) .
Expertise & Qualifications
- Industry: Three decades across office, printing, converting, pressure‑sensitive, and packaging papers; strong alignment with Ennis’s product/customer base .
- Operations: Deep manufacturing fundamentals and supply chain leadership; familiarity with Ennis locations .
- Education: B.S. Civil Engineering (Texas A&M); M.B.A. (UCLA) .
- Audit participation: Serves on Audit Committee; committee financial expert designation resides with the chair (Schaefer) .
Equity Ownership
Ownership alignment, pledging/hedging status, and guidelines.
| Shares Owned (Direct) | Indirect | Vested Stock Awards | Vested Options | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| 15,582 | — | — | — | 15,582 | <1% |
- Stock ownership guidelines: Non‑employee directors must hold shares equal to at least 6× annual retainer within 5 years; unvested awards excluded .
- Hedging/pledging: Company policy prohibits hedging or pledging; table indicates no pledges (unless footnoted; none for Clemens) .
Insider reporting status:
- Section 16(a) compliance: No delinquency noted for Clemens in FY2025; a late Form 4 disclosure was reported only for director Alejandro Quiroz .
Governance Assessment
- Board effectiveness: Clemens strengthens board oversight via dual service on Audit and Compensation committees, bringing domain expertise in paper supply chains and manufacturing fundamentals directly relevant to Ennis’s operations .
- Independence and engagement: Independent status, committee service on fully independent committees, and meeting attendance at or above board standards support investor confidence .
- Compensation alignment: Director pay is a balanced mix of cash fees and time‑based equity ($65,122 cash; $57,751 equity), with ownership guidelines (6× retainer) and anti‑hedging/pledging policy reinforcing alignment; no director performance metrics or options were granted in FY2025, limiting pay‑for‑performance signals at the director level .
- Conflicts/related‑party exposure: None disclosed for Clemens. Board‑level related party arrangements exist for other directors (e.g., Mozina lease/sourcing; Walters spousal relationship) but do not implicate Clemens; committees remain independent .
- RED FLAGS: None identified for Clemens. Monitoring items include her progress toward the 6× retainer ownership guideline (compliance status not individually disclosed) and continued active participation on Audit/Compensation as board composition transitions in 2025–2026 .