Jeanne McGovern
About Jeanne McGovern
Jeanne McGovern, age 66, has served as an independent director of Flexsteel Industries since 2022 and will assume the role of Chair of the Board following the December 10, 2025 Board meeting. A retired Deloitte & Touche LLP partner (1980–2020), she is a CPA (MA, WA) with deep expertise in financial reporting, internal controls, M&A, IPOs, and debt financing, and is active in professional accounting bodies (AICPA; Washington Society of CPAs); she earned a BA in Accounting from Syracuse University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner; audit leadership over global companies | 1980–2020 | Expertise in financial reporting, internal controls; strategic transactions experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntsman Corporation | Director | Not disclosed | Audit Committee Chair; Nominating & Corporate Governance Committee member |
Board Governance
- Independence: The Board determined McGovern is independent under Nasdaq standards; the Board will comprise six independent directors and one executive director after Dec 10, 2025 .
- Committee assignments: Audit & Ethics Committee Chair; member of Nominating & Governance Committee; Audit committee met 5 times; Nominating & Governance met 7 times in FY2025 .
- Attendance: During FY2025, the Board held 14 meetings; all directors attended 93% of Board meetings and 100% of committee meetings on which they served .
- Board leadership: McGovern will become Chair of the Board after Mr. Levine’s resignation at the conclusion of the Dec 10, 2025 meeting .
- Executive sessions: Independent directors meet periodically in executive session as part of a Board meeting .
- Risk oversight: The Board/committees review strategic, operational, financial, cyber/data privacy, and compliance risks quarterly; CIO updates Board on cybersecurity; Audit & Ethics oversees conduct, compliance, internal controls, and insurance; Compensation Committee reviews compensation-related risk .
- Policies supporting governance quality:
- Incentive compensation clawback policy (restatement/fraud; three-year lookback) .
- Insider trading policy prohibits hedging, short selling, margin/pledging, and certain derivatives; minimum six-month holding for open-market purchases .
- Stock ownership guidelines: Directors expected to hold common stock valued at 5x annual director cash compensation .
- Related party transactions: No reportable transactions in FY2025; Audit & Ethics Committee reviews any covered related party transactions >$120,000 .
Fixed Compensation
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Cash fees (retainers, committee roles) | 80,250 | Base director retainer $61,500 in FY2025; Chair of Audit & Ethics Committee $15,000; committee member retainers apply; increases effective FY2026: base $70,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $15,000; Audit member $7,500; Compensation member $5,000; Nominating member $5,000 . |
| Stock awards (grant-date value) | 96,982 | Annual stock grant $97,000 delivered quarterly with no additional vesting; increased to $100,000 beginning FY2026 . |
| Total | 177,232 | Paid quarterly . |
Performance Compensation
| Program Element | Structure | Key Terms |
|---|---|---|
| Director equity grants | Annual RSU/stock grants | Delivered quarterly; no additional vesting; subject to plan limits and clawback policy . |
| Change-in-control treatment (directors) | Full vesting | For non-employee directors, options/SARs fully exercisable; RS/RSUs restrictions lapse; performance awards deemed achieved at 100% of target unless award says otherwise . |
| Clawback | Mandatory | Equity awards subject to reduction/recoupment under Company clawback policy and applicable laws . |
No director-specific performance metrics (e.g., TSR, EBITDA) are tied to director compensation; director equity is structured as annual grants rather than performance-based awards .
Other Directorships & Interlocks
| Type | Detail | Potential Implication |
|---|---|---|
| Public company directorship | Huntsman Corporation: Audit Chair; Nominating & Corporate Governance member | Cross-industry exposure; governance expertise transfer. |
| Prior affiliation | Retired Deloitte partner; Deloitte is FLXS independent auditor | Potential perceived conflict mitigated by Audit & Ethics Committee independence processes; committee received Deloitte independence communications and recommended inclusion of audited financials in 10-K . |
Expertise & Qualifications
- CPA (MA, WA); member AICPA and WA Society of CPAs .
- 40 years audit/advisory experience; expertise in financial reporting, internal controls, strategic acquisitions/divestitures, IPOs, and debt financing .
- Board governance experience through audit committees; currently Audit Chair at Huntsman .
- Education: BA in Accounting, Syracuse University .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Notes |
|---|---|---|---|
| Jeanne McGovern | 10,284 | 0.2% | Includes only common shares; options exercisable not disclosed for McGovern in table; total shares outstanding 5,340,446 as of record date . |
- Ownership alignment policies: Directors expected to hold stock valued at 5x annual director cash compensation; hedging and pledging prohibited; minimum six-month holding period for open-market purchases .
- Pledging/Hedging status: Company policy prohibits both; no individual exceptions disclosed .
Governance Assessment
- Strengths
- Independent status; incoming independent Chair role enhances board oversight and separation from management .
- Audit & Ethics Committee chaired by McGovern; multiple audit committee financial experts designated; robust meeting cadence (5 Audit; 7 N&G) indicates active oversight .
- Strong governance policies: clawbacks, anti-hedging/pledging, stock ownership guidelines, formal grant policies .
- No related-party transactions reported for FY2025 .
- Watchpoints
- Prior Deloitte affiliation while Deloitte serves as current auditor may raise perceived independence concerns; mitigated by formal independence confirmations received by the Audit & Ethics Committee and oversight protocols .
- Director compensation increased for FY2026 (cash and chair fees), which may modestly elevate guaranteed pay; equity remains predominant and subject to governance safeguards .
- Engagement signals
- High attendance across Board and committees (93% Board; 100% committees), quarterly risk reviews, and cybersecurity briefings indicate strong engagement .
Overall, McGovern’s audit expertise and governance credentials, coupled with her transition to independent Chair, support investor confidence; monitoring of the auditor relationship context and continued adherence to ownership/anti-hedging policies remains appropriate .