F. Brooks Bertsch
About F. Brooks Bertsch
F. Brooks Bertsch, age 35, joined the Flexsteel board in December 2024 after serving as an observer to the Board and its committees from April–December 2024. He co-founded Intersect Wealth Advisors, a boutique multi-family office, in 2022 and previously worked in hockey operations for the Los Angeles Kings (2016–2021). He holds a B.S. in Finance from St. Cloud State University, is an independent director under Nasdaq standards, and brings small/micro-cap investment analysis and family heritage knowledge of Flexsteel’s industry to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Los Angeles Kings | Hockey operations (analytics, coaching, management) | 2016–2021 | Data-driven operations experience |
| Flexsteel Industries | Observer to the Board and all committees | Apr–Dec 2024 | Pre-appointment immersion in governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intersect Wealth Advisors, LLC | Partner & Co-founder | 2022–present | Boutique multi-family office |
Board Governance
- Independence: The Board determined Bertsch is independent under Nasdaq rules .
- Committees: Audit & Ethics Committee member; the Board designated Bertsch as an “audit committee financial expert” (SEC 1934 Act definition) .
- Attendance: In FY2025 the Board held 14 meetings; directors attended 93% of Board meetings and 100% of committee meetings on which they served .
- Board leadership: Independent chair (Levine), with McGovern to assume chair after Levine’s December 10, 2025 resignation .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash fees (retainers and committee fees) | $34,500 | Earned in FY2025 post-appointment 12/11/2024 |
| Equity (stock awards) | $48,491 | Quarterly director stock grants; no additional vesting requirements |
| Standard director cash retainer | $61,500/year | Effective FY2025; increases to $70,000 in FY2026 |
| Annual director stock grant (program level) | $97,000/year | Delivered quarterly; increases to $100,000 in FY2026 |
| Committee chair/member fees (program level) | Chair: Audit $15,000; Comp $10,000; N&G $10,000; Members: Audit $7,500; Comp $5,000; N&G $5,000 | Audit chair to $20,000; Comp/N&G chairs to $15,000 starting FY2026 |
Performance Compensation
| Mechanism | Terms | Performance Metrics | Change-in-Control & Clawback |
|---|---|---|---|
| Director stock grants | Quarterly grants; no additional vesting | None for directors (time-based grants) | Non-employee director awards fully vest at change-in-control; performance awards deemed at 100% of target; subject to clawback policy |
| 2022 Equity Incentive Plan | RSUs/PSUs framework for eligible service providers | Executive performance metrics (e.g., operating income) not applicable to director grants | Expanded CIC window: from signing to 24 months post-CIC; best practices include no repricing, no dividends on unexercised options, clawback |
Other Directorships & Interlocks
- No other public company directorships disclosed for Bertsch; biography lists none in the past five years .
- Related party transactions: None reportable in FY2025 under the Audit & Ethics Committee’s related-party policy .
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC 1934 Act) .
- Small/micro-cap equity investment analysis experience .
- Heritage-driven understanding of home furnishings industry dynamics .
Equity Ownership
| Metric | Oct 14, 2024 | Oct 13, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 35,299 | 37,186 |
| % of shares outstanding | 0.7% | 0.7% |
| Ownership structure | Frank Brooks Bertsch Revocable Trust (trustee) | Frank Brooks Bertsch Revocable Trust (trustee) |
| Hedging/Pledging | Prohibited by insider trading policy | Prohibited; minimum 6-month hold on open-market purchases; no margin/derivatives |
| Director stock ownership guideline | 4x annual cash compensation (FY2024) | 5x annual cash compensation (FY2025+) |
| Guideline compliance status (indicative) | Not assessed | Indicative exceed: 37,186 shares × $43.11 close (10/13/2025) ≈ $1.60M vs guideline 5×$61,500=$307,500 (calculated from disclosed price/retainer) |
Note: Director stock grants are delivered quarterly with no additional vesting; guideline includes direct, joint, certain indirect holdings, and time-based RSUs .
Say‑on‑Pay & Shareholder Voting Signals
| Item | Result |
|---|---|
| Director election (12/11/2024) – F. Brooks Bertsch | Votes For: 3,689,877; Withheld: 312,087; Support ≈ 92.2% (computed from reported votes) |
| Advisory Say‑on‑Pay (12/11/2024) | For: 3,577,113; Against: 383,545; Abstain: 41,306; Approval ≈ 89.4% (computed from reported votes) |
Compensation Structure Analysis
- Mix: Director compensation is balanced between cash retainer/committee fees and fixed-value quarterly stock grants; stock grant increased from $93k (FY2024) to $97k (FY2025) and to $100k (FY2026), indicating a modest upward equity mix for directors over time .
- Governance tightening: Ownership guideline raised from 4× to 5× annual cash compensation; committee chair fees increased in FY2026, aligning compensation with workload and reinforcing alignment via higher equity expectations .
- Best practices: No option repricing, clawback enforcement across awards, prohibition on hedging/pledging and derivatives enhance pay-for-performance and alignment .
Potential Conflicts & Related‑Party Exposure
- Family shareholders: Several Bertsch family trusts are beneficial owners (5.9%–8.5%), indicating concentrated legacy ownership; however, the company reports no related‑party transactions for FY2025 and maintains a formal related‑party review policy under the Audit & Ethics Committee .
- Insider trading safeguards: Explicit prohibitions on hedging, pledging, short selling, and derivative transactions reduce misalignment risks .
RED FLAGS
- Repricing of underwater options: Prohibited under the Amended 2022 Plan .
- Hedging/Pledging of company stock: Prohibited for directors .
- Related party transactions: None reportable in FY2025 .
- Attendance: Board (93%) and committee (100%) attendance by directors in FY2025 suggests strong engagement, not a red flag .
Governance Assessment
- Strengths: Independence; audit financial expert credential; strong attendance; explicit anti‑hedging/pledging policy; robust clawback; meaningful personal/family ownership enhancing economic alignment .
- Watch items: Legacy family ownership concentration (Bertsch trusts) warrants continued rigorous related‑party oversight; ensure committee independence remains robust given family ties .
- Investor signals: High director election support (~92%) and strong say‑on‑pay approval (~89%) reflect investor confidence in governance and compensation frameworks as of the last annual meeting .