Gary Mozina
About Gary S. Mozina
Gary S. Mozina (age 70) is a non‑employee, non‑independent director of Ennis, Inc. (EBF), serving since 2019 with his current term expiring in 2026 . He is the former owner/CEO of Integrated Print & Graphics (IPG), acquired by Ennis in March 2019, and currently CEO of Stevenson Holdings, Inc.; he brings over four decades of print manufacturing and distribution experience, facility development, and M&A execution (16 acquisitions at IPG) . The Board explicitly classifies him as not independent due to ongoing commercial and real estate arrangements with entities he controls that transact with Ennis . Education is not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated Print & Graphics (IPG) | Chief Executive Officer; various leadership roles | 48-year tenure, through acquisition on March 16, 2019 | Led design/construction of manufacturing/warehouse facilities; oversaw 16 acquisitions of sales/manufacturing organizations |
| IPG (assets acquired by Ennis) | Seller/industry principal | Closed March 16, 2019 | Board cited Mozina’s Chicago print market knowledge as critical rationale to fill a Board seat post-acquisition |
External Roles
| Organization | Role / Ownership | Tenure | Relationship to Ennis | Committees/Impact |
|---|---|---|---|---|
| Stevenson Holdings, Inc. | Chief Executive Officer | Current | No committee role disclosed | Industry and operational expertise leveraged by Board |
| Stevens Group LLC (Chicago) | 70% owned by Mozina and family | Since IPG acquisition | Sourcing agreement: 4-year term, ~$2.0M minimum annual purchases from Ennis (customer relationship) | Related-party transaction reviewed/approved by Board; independence impact |
| Stevenson Road LLC | 100% owned by Mozina and family | Since IPG acquisition | Ennis leases facilities at ~$35,000 per month (real estate landlord relationship) | Lease rate said to be at Chicago market levels; Board approval part of IPG acquisition; independence impact |
Board Governance
- Independence: Classified as a non‑independent director due to continuing sourcing agreement with Stevens Group LLC and a facility lease with Stevenson Road LLC, both controlled by Mozina/family .
- Committee Assignments: No standing committee memberships (Audit, Compensation, Nominating & Corporate Governance) as of FY2025 .
- Attendance: Board met six times in FY2025; no incumbent directors attended fewer than 75% of meetings; all directors attended the 2024 Annual Meeting .
- Years of Service: Director since 2019; current three‑year shareholder‑elected term ends in 2026 .
- Lead Independent Director / Executive Sessions: Lead director role belongs to the Nominating Chair; not held by Mozina; independent directors meet in executive session regularly .
Fixed Compensation
| Component | Structure / Amount | FY2025 Gary Mozina Actual |
|---|---|---|
| Annual cash retainer | $41,580 for non‑employee directors | Included in total cash below |
| Board meeting fee | $2,310 per Board meeting | Included in total cash below |
| Committee chair fees | $6,930 for Audit/Compensation/Nominating chairs; $1,733 per committee meeting for members | None (no committee roles) |
| FY2025 cash earned | Fees earned or paid in cash | $54,890 |
Performance Compensation
| Equity Instrument | Grant Date | Units / Value | Vesting / Terms | FY2025 Outstanding |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 7/18/2024 | 2,485 units; $57,751 grant‑date fair value | RSUs vest ratably over three years (typical director RSU schedule) | Total stock awards outstanding: 5,125 units |
| Options | FY2025 | No option awards granted to directors | N/A | Options outstanding: — |
Director equity grants are value‑defined and time‑based (no performance metrics tied to director equity); options may be granted in some years but none in FY2025 .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Mozina in the proxy .
- Interlocks: No compensation committee interlocks or reciprocal board roles by Ennis executives in FY2025; note that Mozina is referenced as non‑independent in the interlocks section due to related relationships (but not part of the Compensation Committee) .
- Network ties: Customer (Stevens Group LLC) and lessor (Stevenson Road LLC) relationships represent significant interlocks with Ennis’s operations in Chicago .
Expertise & Qualifications
- Deep print industry expertise: Manufacturing, sales, facility development; four decades of operational leadership, including M&A and distribution relationships in Chicago market .
- Strategic contributions: Board cites Mozina’s role in identifying/pursuing business opportunities in Chicago and advocacy in the industry .
Equity Ownership
| Metric | Amount / Detail |
|---|---|
| Direct beneficial ownership | 12,582 shares (less than 1% of outstanding) |
| RSUs / stock awards outstanding | 5,125 units as of 2/28/2025 |
| Options outstanding | None |
| Ownership guidelines | Non‑employee directors must hold at least 6x annual cash retainer within 5 years; compliance status for Mozina not disclosed |
| Pledging / hedging | Company policy prohibits; table notes shares shown have not been pledged unless stated; no pledge disclosed for Mozina |
Governance Assessment
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Strengths:
- Significant domain knowledge and network in the Chicago print market; Board credits Mozina with identifying and advancing business opportunities post‑IPG acquisition .
- Long operator history (facility development, M&A execution), potentially additive to Board oversight in operations and acquisitions .
-
Concerns / RED FLAGS:
- Non‑independent classification due to ongoing related‑party transactions: (1) Sourcing agreement with Stevens Group LLC (minimum $2.0M annual purchases; 4‑year term), (2) Facility lease with Stevenson Road LLC ($35,000/month; 3‑year term), both controlled by Mozina/family; these relationships create direct economic ties with Ennis and raise potential conflicts in oversight and procurement decisions .
- Concentration risk and perceived influence: As both customer/distributor and landlord, Mozina’s entities have dual leverage points over operations in the Chicago area, which can affect investor confidence if oversight and recusals are not robustly enforced .
- Committee engagement: No service on standing committees (Audit, Compensation, Nominating & Corporate Governance), limiting direct influence on key governance processes and possibly reducing opportunities to mitigate the perceived conflicts through formal committee oversight roles .
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Mitigants/disclosures:
- Board states lease rate is at Chicago market levels and transactions require Board review/approval; company code prohibits unethical vendor conduct and mandates conflict‑of‑interest review .
- Majority‑independent Board; independent directors meet in executive session regularly .
Implications for investors: While Mozina’s industry relationships may benefit commercial development in a strategic market, the structured customer and landlord ties with entities he controls constitute meaningful governance risk; monitoring disclosures, recusals, and any changes in terms or scale of these related‑party transactions should be a focus for pay‑for‑performance and board effectiveness evaluation .