Troy Priddy
About Troy L. Priddy
Troy L. Priddy, 73, is an independent, non-employee director of Ennis, Inc. (EBF), serving since 2018 with a current term expiring in 2027 . He is President of Troy Priddy Custom Homes in the Dallas–Fort Worth area and brings decades of homebuilding, real estate financing, and local government relationships in Midlothian/Ellis County, Texas; the Board classifies him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater Southwest Homebuilders Association | President (two terms) | — | Industry leadership; strengthened local regulatory relationships |
| Dallas Homebuilders Association | Board Member | — | Governance/industry advocacy |
| Certified Master Builders of Tarrant County | Board Member | — | Standards and professional oversight |
| Midlothian Economic Development Advisory Board | Member | — | Local government engagement; ties to city where EBF is headquartered |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Troy Priddy Custom Homes | President | Private company (Homebuilding) | Operates across DFW Metroplex; substantial real estate/project mgmt experience |
| Various regional industry associations | Board/Officer roles | Non-profit/Industry | As above (no public company boards disclosed) |
Board Governance
- Independence: The Board determined Priddy is independent; only Mozina and M. Walters are non-independent non-employee directors .
- Attendance: Board met 6 times in FY2025; no incumbent directors attended fewer than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions and leadership: Non-employee directors may meet without management at every regular Board meeting; the Nominating Chair serves as lead director (currently John R. Blind) .
- Committee assignments (as of Feb 28, 2025): Priddy serves on Nominating & Corporate Governance; not on Audit or Compensation .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit | — | 4 |
| Compensation | — | 2 |
| Nominating & Corporate Governance | Member | 2 |
Fixed Compensation
| Component | Structure | FY2025 Amount (Priddy) |
|---|---|---|
| Annual cash retainer | $41,580 retainer for non-employee directors | — |
| Board meeting fees | $2,310 per Board meeting | — |
| Committee meeting fees | $1,733 per meeting (all committee members) | — |
| Committee chair fees | $6,930 for each committee chair (not applicable to Priddy) | $0 |
| Total fees earned/paid in cash (FY2025 Director Comp Table) | Includes retainer + meeting fees | $58,273 |
Performance Compensation
Directors receive time-based equity (not performance-conditioned). FY2025 grants were value-defined restricted stock, vesting ratably over three years.
| Grant date | Instrument | Units | Grant-date fair value | Vesting | Options granted |
|---|---|---|---|---|---|
| 7/18/2024 | Restricted Stock | 2,485 | $57,751 | 1/3 per year over 3 years | None in FY2025 |
- Director equity program: Annual equity award capped at approximately $57,750 for FY2025; restricted stock typically vests over three years; unvested shares do not count toward ownership guideline .
- Non-equity incentive plan compensation for directors: None reported for FY2025 .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company directorships | None disclosed for Priddy in the proxy biographies |
| Compensation committee interlocks (Company-wide) | None in FY2025; all Comp Committee members were independent non-employees; no cross-company interlocks disclosed |
Expertise & Qualifications
- 40+ years of homebuilding with experience in real estate financings, engineering, and directing subcontractors across multiple locations, providing operational and project governance discipline .
- Deep relationships with municipal and county officials in Dallas, Tarrant, and Ellis Counties; service on Midlothian’s economic development advisory board supports stakeholder engagement where EBF is headquartered .
- Local market knowledge and reputation for integrity cited by the Board as valuable to governance .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (direct) | 15,067 (<1% outstanding) |
| Indirect shares | — |
| Options outstanding | 0 (no option awards granted to directors in FY2025) |
| Total stock awards outstanding (as of 2/28/2025) | 5,125 |
| Pledging/Hedging | Prohibited by policy; no pledge indicated for Priddy |
| Director ownership guideline | Minimum 6× annual cash retainer; unvested awards excluded; 5 years to comply |
| Compliance status | Not specifically disclosed for Priddy |
Note: Attempt to retrieve Form 4 insider transactions via the insider-trades tool failed due to authorization (401). Equity ownership above reflects proxy disclosures as of May 16, 2025 .
Governance Assessment
- Strengths: Independent status; active service on Nominating & Corporate Governance; time-based equity grants and stringent director ownership policy (6× retainer) support alignment; hedging/pledging prohibited; no related-party relationships disclosed; attendance expectations met and all directors attended the 2024 Annual Meeting .
- Considerations: Not on Audit or Compensation, limiting direct influence on financial reporting and pay design; Board combines Chair/CEO roles, though mitigated by a lead independent director and regular executive sessions without management .
- Compensation mix: FY2025 director pay was balanced between cash ($58,273) and equity ($57,751), reinforcing owner orientation without performance conditions on director equity, which is standard for small-cap governance structures .
- Shareholder feedback process: Say-on-pay conducted annually; Board recommends approval and cites alignment philosophy, though specific vote percentages are not presented in this proxy section .
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