Margaret Walters
About Margaret Walters
Margaret A. Walters (age 68) is a non‑employee, non‑independent director of Ennis, Inc. (EBF). She was appointed to the Board in September 2021 to fill a vacancy and was elected to a full three‑year term in July 2024; her current term expires at the 2027 annual meeting. She is classified as not independent due to her marriage to CEO Keith S. Walters. Walters’ core credentials include a background as a trained educator with curriculum development expertise and more than two decades of industry relationship‑building that supported Ennis’s plant integrations and acquisitions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ennis, Inc. | Director | Sep 2021 – present; elected Jul 2024 (term to 2027) | Not on Audit/Comp/Nominating committees; classified non‑independent |
| Ennis, Inc. | Informal operating/strategic support (prior to Board) | c. 1997–2021 | Helped craft standard cost training curriculum used in plant integrations; cultivated supplier/distributor relationships that aided major acquisitions |
External Roles
No other public company directorships disclosed for Margaret Walters.
Board Governance
- Board met six times in FY2025; no incumbent directors attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Committees comprise independent directors only; Walters is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance.
- Lead Independent Director role resides with the Nominating Committee chair (John R. Blind).
- Executive sessions: non‑employee directors may meet without management at each regular Board meeting.
FY2025 Committee Membership Snapshot
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Margaret A. Walters | — | — | — |
Fixed Compensation
| Component | Policy/Amount | FY2025 Walters Actual |
|---|---|---|
| Annual cash retainer | $41,580 per year (paid monthly) | Included in FY2025 cash fees total $54,890 |
| Board meeting fee | $2,310 per Board meeting | Included in FY2025 cash fees total $54,890 |
| Committee chair fees | $6,930 (Audit/Comp/Nominating chairs) | Not applicable (not a chair) |
| Committee meeting fee | $1,733 per meeting for committee members | Not applicable (not a committee member) |
Total FY2025 director compensation for Walters: $112,641, comprising $54,890 cash fees and $57,751 stock awards (grant‑date fair value). Options: none granted in FY2025.
Performance Compensation
| Equity Element | Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual restricted stock grant | Jul 18, 2024 | 2,485 | $57,751 | 3 years, one‑third annually |
| Total stock awards outstanding (as of Feb 28, 2025) | — | 5,792 | — | — |
- Director equity is value‑defined (~$57,750 per year) and time‑based; no performance metrics apply to director equity.
- Options typically vest over three years when granted; no director option grants in FY2025.
Other Directorships & Interlocks
No other current public company boards or disclosed interlocks for Margaret Walters.
Expertise & Qualifications
- Trained educator with curriculum development expertise; instrumental in creating standard cost training used across plant integrations.
- Deep relationships across suppliers, distributors, and printing peers, aiding M&A execution and industry goodwill.
- Company rationale for appointment emphasized shareholder alignment and continuity of industry relationships within succession planning.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| May 16, 2025 | 590,245 | 2.3% | Shares owned as community property with spouse (CEO) |
| May 17, 2024 | 573,653 | 2.2% | Community property |
| May 24, 2023 | 413,443 | 1.6% | Community property |
| May 16, 2022 | 393,154 | 1.5% | Community property |
- Company policy prohibits hedging or pledging of Company securities by officers and directors; ownership table notes shares have not been pledged.
- Non‑employee director stock ownership guideline: maintain at least six times annual cash retainer within five years of election (unvested awards excluded).
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non‑Votes | Meeting |
|---|---|---|---|---|---|
| Advisory vote on executive compensation | 18,330,114 | 934,093 | 110,632 | 3,196,444 | Annual Meeting Jul 18, 2024 |
- Voting results filed on Form 8‑K; quorum 86.9% of eligible votes cast.
Compensation Committee Analysis
- FY2025 Compensation Committee membership: Alejandro Quiroz (Chair), Barbara T. Clemens, John R. Blind; all are independent.
- No compensation committee interlocks; no insider participation disclosed.
- Committee oversees executive pay philosophy (mix of cash and equity, performance goals), succession planning, and risk assessment as disclosed; director compensation reviewed annually by the Nominating Committee.
Related Party & Conflict Considerations
- Independence: Walters is explicitly classified as not independent due to marriage to the CEO. This is the principal governance conflict consideration.
- Committee structure mitigant: All standing committees are comprised of independent directors; Walters does not serve on committees.
- No specific related‑party transactions disclosed involving Walters beyond community property share ownership; broader related‑party items (e.g., Mozina leasing/sourcing) are disclosed separately but do not involve Walters.
Governance Assessment
- Independence and conflicts: Not independent due to marital relationship with the CEO; potential optics of entrenchment and influence, but mitigated by independent committee composition and her absence from committee service.
- Attendance and engagement: Board attendance metrics in FY2025 met expectations (≥75%); all directors attended the 2024 annual meeting.
- Ownership alignment: Significant beneficial ownership (2.3%) via community property reinforces alignment, within policy prohibiting hedging/pledging.
- Director pay structure: Balanced cash retainer and fixed‑value, time‑based equity; no performance‑conditioned director awards; FY2025 totals for Walters: $112,641.
- Shareholder sentiment: Recent say‑on‑pay approval margin suggests no acute investor dissatisfaction with compensation practices during the period.
RED FLAGS
- Non‑independent status (spousal relationship to CEO) raises conflict‑of‑interest concerns despite committee independence.
- No disclosed performance linkage in director equity (time‑based only).
Positive Signals
- Strong attendance and formal governance processes (lead director, executive sessions).
- Significant long‑term ownership alignment and prohibition on hedging/pledging.