Vera Burnett
About Vera Burnett
Vera Burnett is Chief Financial Officer and Treasurer of Ennis, Inc. (EBF), age 63 as of the 2025 proxy, with a BBA in Accounting from the University of Texas at Arlington; she holds CPA and Chartered Global Management Accountant designations and is affiliated with the American Institute of CPAs and Texas Society of CPAs . She joined Ennis in February 1997, served as accounting manager starting June 1997, was appointed interim CFO/Treasurer in September 2020, and fully appointed on June 21, 2021 . Over FY 2022–FY 2025, company revenues moved from $400.0M to $394.6M, while EBITDA moved from $61.6M to $67.2M; EBF’s FY 2022–FY 2024 LTIP performance achieved EBITDA above target (120% vesting) and ROE above maximum (130% vesting), with relative TSR at 130% (though TSR was not applied because EBITDA and ROE both exceeded 100%) . Revenues figures are from S&P Global; EBITDA values are from S&P Global.*
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $400,014,000 | $431,837,000 | $420,109,000 | $394,618,000 |
| EBITDA ($USD) | $61,573,000* | $76,936,000* | $72,778,000* | $67,166,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ennis, Inc. | Accounting Manager | Since Jun 1997 | Supported finance operations; progressed to interim CFO and then CFO |
| Ennis, Inc. | Interim CFO & Treasurer | Sep 2020–Jun 2021 | Transition leadership; led finance during interim period |
| Styro-Fab of Texas, Inc. | Controller | Jun 1989–Feb 1997 | Led financial controls at a manufacturing firm |
| Arthur White & Co.; Spicer & Oppenheim; Messina and Millner, CPAs | Audit/Tax Professional | 7 years (pre-1989) | Audit and tax experience across public accounting firms |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of CPAs | Member | Not disclosed | Professional standards and networking |
| Texas Society of CPAs | Member | Not disclosed | State-level professional engagement |
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $291,346 | $307,269 | $316,487 |
| Auto Allowance ($) | $8,000 | $8,000 | $8,000 |
| Nonqualified Deferred Comp. Earnings ($) | $35,986 | $175,496 | $228,771 |
Notes:
- Base salaries increased from $309,000 to $318,270 effective FY 2025 (+3%) for newly appointed NEOs including Burnett .
- Automobile allowance of $8,000 annually .
Performance Compensation
Annual Performance Bonus (STIP)
Structure: 20% Sales, 40% Profit before bonuses, 40% ROE before bonuses; linear payout with 85% threshold and 115% maximum per metric; overall cap 2x target .
| Fiscal Year | Sales Target vs Actual | Profit Target vs Actual | ROE Target vs Actual | Burnett Bonus ($) | Burnett % of Base |
|---|---|---|---|---|---|
| FY 2023 | $407.5M vs $431.8M (106.0%) | $35.6M vs $50.2M (141.1%) | 11.5% vs 15.8% (137.4%) | $305,800 | Not disclosed |
| FY 2024 | $441.6M vs $420.1M (95.1%) | $51.7M vs $44.8M (86.6%) | 15.0% vs 13.1% (87.9%) | $106,663 | Not disclosed |
| FY 2025 | $438.5M vs $394.6M (90.0%) | $47.9M vs $42.5M (88.7%) | 13.3% vs 13.1% (98.1%) | $132,699 | 41.69% (7.33%/13.73%/20.64%) |
FY 2023 payout detail: Ms. Burnett’s element percentages resulted in 110.0% of base salary and $330,000 eligibility; a portion was delivered via ISO options (10,000 shares at $19.88) reducing cash bonus by fair value (Black-Scholes $2.47) .
Long-Term Incentive Plan (RSUs and Options)
2021–2024 Program: RSUs awarded equal to % of base salary; 80% performance-based (70% EBITDA, 30% ROE), 20% time-based; TSR modifier 130% possible but not applied since EBITDA and ROE both >100% .
| Element | Metric | Weighting | Target | Actual | Vesting/Payout |
|---|---|---|---|---|---|
| Performance RSUs (2022–2024) | EBITDA (sum over 3 years) | 70% | $186.9M | $224.2M | 120% vesting |
| Performance RSUs (2022–2024) | ROE (avg) | 30% | 9.7% | 12.7% | 130% vesting |
| TSR Modifier | Peer-relative TSR | Modifier | 100% baseline | 130% percentile | Not applied (targets >100%) |
| Time-based RSUs | Service vesting | 20% (2022–2024 program) | 33/33/34% over 3 yrs | Vests annually | Burnett’s 2 tranches over 2 yrs due to prorated award |
2025–2027 Program: 60% performance-based; EBITDA thresholds of $170.8M/243.98M/317.17M for 70%/100%/130% vesting; ROE thresholds 9.0%/12.9%/16.8%; TSR modifier 130%/100%/70% applied only if EBITDA or ROE not ≥100% .
Burnett RSU Grants:
- 4/22/2022: Target 16,192 RSUs (110% of $300,000 base) .
- 4/19/2024: Target 16,217 performance RSUs and 10,811 time-based RSUs (values $323,853 and $210,058) .
Option Awards:
- 4/21/2023: 10,000 ISO options at $19.88; 3-year equal vest; Black-Scholes $2.47, grant date fair value $24,700 .
- 4/19/2024 time-based RSUs for NEOs appointed 2021–2022 may convert 50% into options until ownership guidelines are met; 2 options per RSU, 10-year term, exercise price equals grant-date close .
Equity Ownership & Alignment
Pledging/hedging is prohibited by the Insider Trading Policy; shares in the security ownership table have not been pledged .
| As of May 16, 2025 | Direct Shares | Indirect Shares | Vested Stock Awards | Vested Options | Total | Ownership % |
|---|---|---|---|---|---|---|
| Vera Burnett | 26,806 | 1,214 (Roth IRA) | — | 6,936 | 34,956 | <1% |
Outstanding Awards at FY End:
- As of 2/29/2024: Unexercised options 10,000 exercisable/10,000 unexercisable (exp. 4/21/2033; strike $20.00 listed but exercise price is $19.88 per grant); unvested RSUs 1,619 (MV $32,898); unearned units 15,933 (MV $323,759) .
- As of 2/28/2025: Options 6,667 exercisable/6,667 unexercisable at $19.88; unvested RSUs 10,811 (MV $228,328); unearned units 16,217 (MV $342,503) .
Ownership Guidelines: NEOs must maintain stock equal to 2x base salary; CEO 4x; newly appointed NEOs typically have five years to comply; until met, only 50% of time-based RSUs vest into stock and 50% convert into options (2:1) .
Option/RSU Activity:
- FY 2025 exercises: Burnett exercised 3,333 options; value realized $14,765; stock awards vested 17,552; value $334,190 (includes shares withheld for taxes) .
Dividend Equivalent Rights (DERs): RSUs include DERs; FY 2025 DERs paid to Burnett were $91,484; FY 2024 $14,978; FY 2023 $12,144 .
Employment Terms
- At-will employment; no special termination, severance, or change-of-control arrangements for Burnett .
- Cause/Good Reason definitions and severance framework are disclosed, but Burnett has no special severance; accelerated vesting terms apply to Walters and Graham only, not to Burnett .
- Non-compete, non-solicit, garden leave terms not specifically disclosed for Burnett.
Compensation Structure and Peer Group
- Compensation mix: base salary, annual performance bonus, long-term equity, modest perquisites; significant pay at risk; three-year performance-based LTIP; ownership requirements; no re-pricing; no pledging/hedging .
- Peer benchmarking via Equilar; same peer group used for FY 2025–FY 2027 RSU awards (e.g., ASIX, ASH, CLW, GLT, FUL, NGVT, IOSP, MATV, MERC, MTX, NEU, KWR, SXT, SCL, TG) .
Performance & Track Record
- FY 2023 performance: Net sales $431.8M (+8.0% YoY vs FY 2022), gross profit $131.1M (vs $114.7M), net earnings $47.3M (vs $28.9M), higher working capital and cash; executives met operational challenges (supply, pricing, labor) .
- LTIP Performance (FY 2022–FY 2024): EBITDA and ROE above target leading to 120% and 130% vesting, respectively; TSR percentile at 130% but not applied due to metric overachievement .
Governance, Say-on-Pay, and Clawbacks
- Compensation Committee of independent directors; met 4 times in FY 2024 and FY 2023, oversight of executive compensation and succession planning .
- Say-on-Pay: In 2020, proposal failed (46% FOR) leading to design changes; 2021 LTIP adopted and approved; subsequent arrangements received favorable votes; clawback policy considered for new executives but not explicitly adopted for Burnett .
Vesting Schedules and Insider Selling Pressure
- RSU vesting: Time-based RSUs vest 33.3%/33.3%/33.4% annually from grant dates (e.g., 4/19/2024), with 50% converting into options until ownership guideline is met for NEOs appointed in 2021–2022 .
- Options vest annually over three years from grant dates (e.g., 4/21/2023, strike $19.88), expiring after ten years; Burnett’s 6,667/6,667 split as of 2/28/2025 indicates remaining vesting and potential exercise events that can create selling pressure windows .
- Prohibition on pledging/hedging reduces misalignment risk .
Equity Award Grants and Outstanding Awards
| Grant Type | Grant Date | Quantity | Key Terms |
|---|---|---|---|
| RSUs (Performance & Time) | 4/22/2022 | 16,192 target | Prorated award; 80% performance, 20% time-based; performance measured FY 2022–FY 2024; time-based in two tranches |
| ISO Options | 4/21/2023 | 10,000 | Exercise $19.88; 3-year equal vest; 10-year term; fair value $24,700 |
| RSUs (2025–2027) | 4/19/2024 | 16,217 performance; 10,811 time-based | 60% performance (EBITDA/ROE with TSR modifier conditions); 40% time-based; grant-date values $323,853 and $210,058 |
Investment Implications
- Pay-for-performance alignment: Annual bonuses directly tied to sales, profit, and ROE; LTIP emphasizes multi-year EBITDA and ROE, with TSR safeguards, indicating strong linkage to financial outcomes .
- Retention risk: Burnett has no special severance or CoC protections and forfeits unvested RSUs/options on termination; policy requiring 2x salary stock ownership and partial conversion of RSUs to options until compliant may delay monetization and encourage retention .
- Selling pressure: Annual RSU vesting around April 19 and option vesting anniversaries present predictable liquidity windows; FY 2025 option exercise (3,333 shares) signals potential continued exercises as remaining tranches vest .
- Alignment: Prohibitions on pledging/hedging, ownership requirements, and dividend-equivalent rights reinforce long-term alignment; beneficial ownership remains <1% suggesting limited direct control, but cumulative equity awards contribute to aligned incentives .
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