Kathryn Dickson
About Kathryn Dickson
Independent director since 2021; age 60. Former President of Manitoba Harvest (2019–2020), President of American Girl and SVP at Mattel (2016–2018), CMO at News America Marketing (2015–2016), and 23+ years at General Mills in senior brand and marketing roles. BS from the U.S. Air Force Academy; MBA from UCLA; served as a U.S. Air Force officer, achieving the rank of Captain. Committee leadership at FLXS includes Chair of the Nominating & Governance Committee and member of the Compensation Committee; classified as independent under Nasdaq standards. Board and committee attendance in FY2025 was strong: directors attended 93% of Board meetings and 100% of their committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manitoba Harvest | President | 2019–2020 | Led plant-based protein foods/beverages business; global marketing/manufacturing exposure. |
| Mattel / American Girl | SVP, Mattel; President, American Girl | 2016–2018 | Omni-channel growth, brand revitalization initiatives. |
| News America Marketing | Chief Marketing Officer | 2015–2016 | Consumer-focused marketing leadership. |
| General Mills | VP Marketing Excellence; VP Business Unit Director | 23+ years | Oversaw global brands (Betty Crocker, Pillsbury, Old El Paso); innovation and digital strategy. |
| U.S. Air Force | Officer (Captain) | — | Leadership and operations experience; foundational discipline and governance mindset. |
External Roles
| Company | Role | Committees | Tenure |
|---|---|---|---|
| Black Rifle Coffee Company | Director | Chair, Compensation; Member, Nominating & Governance | Current |
| Cooper Tire & Rubber | Director | — | 2018–2021 |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Compensation. Nominating & Governance Committee held 7 meetings (FY2025); Compensation Committee held 4.
- Independence: Board determined Dickson is independent under Nasdaq standards; Board majority independent.
- Attendance: Directors attended 93% of Board meetings and 100% of committee meetings (FY2025).
- Board leadership: Independent Chair transitioning from Thomas M. Levine to Jeanne McGovern after December 10, 2025.
- Executive sessions: Independent directors meet periodically in executive session.
- Compensation Committee practices: Uses independent consultant Meridian Compensation Partners for peer and incentive design advice.
Fixed Compensation
| Component | FY2025 Amount (USD) | FY2026 Program Update |
|---|---|---|
| Cash retainer | $61,500 | Increases to $70,000. |
| Committee chair fee (Nominating & Governance) | $10,000 | Increases to $15,000. |
| Compensation Committee member fee | $5,000 | Increases to $5,000 (unchanged). |
| Total fees earned in cash (Dickson) | $76,500 | Based on updated rates effective FY2026. |
| Meeting fees | None | No meeting fees. |
Notes: FY2025 director cash schedule and committee fee framework; Audit & Ethics Committee fees not applicable to Dickson.
Performance Compensation
| Program | Award Type | FY2025 Grant Value | Vesting/Structure | FY2026 Update |
|---|---|---|---|---|
| Director equity | Stock awards (quarterly) | $96,982 | Delivered quarterly; no additional vesting requirements. | Annual grant increases to $100,000. |
Directors at FLXS do not receive performance-based equity; however, company management incentives are explicitly pay-for-performance (context for governance oversight).
Management Incentive Metrics (Context overseen by Comp Committee)
| Metric | Threshold | Target | Maximum | FY2025 Achievement |
|---|---|---|---|---|
| Adjusted operating income (CIP, 1-year) | $21.0M | $26.2M | $30.7M | 200% of target. |
| Net sales (CIP, 1-year) | $388.4M | $431.6M | $474.8M | 122% of target. |
| Weighted total payout (CIP) | — | — | — | 177% (70% AOI, 30% sales weighting). |
| LTIP (3-year AOI performance) | FY23: $1.5/$6.5/$14.0; FY24: $7.4/$14.9/$26.2; FY25: $13.2/$20.7/$31.9 | Targets above | Max above | Achieved 145% over 3-year period ending 6/30/2025. |
Governance features tied to director equity:
- Non-employee director awards fully vest on change in control; performance awards deemed at 100% if not assumed/substituted.
- All awards subject to clawback under the policy adopted by the Board.
Other Directorships & Interlocks
| External Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Black Rifle Coffee Company | Consumer/retail | Director; Comp Chair; N&G member | No direct competitive overlap with home furnishings; minimal supplier/customer conflict risk disclosed; monitor compensation consultant use across boards for potential cross-influence. |
| Cooper Tire & Rubber (prior) | Industrials/auto | Director (2018–2021) | Prior role; no current transaction exposure at FLXS; no related-party disclosures involving Dickson. |
Expertise & Qualifications
- Omnichannel/digital growth, global expansion, brand revitalization, innovation leadership (General Mills, Mattel/American Girl, Manitoba Harvest).
- Extensive consumer marketing and P&L oversight; strong alignment with FLXS’s brand and channel strategy needs.
- Military leadership discipline (USAF Captain); advanced business training (UCLA MBA).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kathryn P. Dickson | 20,089 | 0.5% | As of Oct 13, 2025; no options listed in footnotes for Dickson. Total outstanding shares: 5,340,446. |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual director cash compensation. Individual compliance status not disclosed.
- Hedging and pledging prohibited; short selling and derivatives prohibited; minimum six-month holding period for open-market purchases.
Insider reporting:
- Section 16(a) compliance: company states all required filings met for FY2025.
Governance Assessment
- Strengths: Independence; active committee leadership (Nominating & Governance Chair; Compensation Committee member); robust attendance and engagement; clear equity ownership guideline; strict anti-hedging/pledging policy; comprehensive clawback and related-party policies; use of independent comp consultant; director equity with quarterly delivery (no time-based overhang).
- Compensation mix: Balanced cash/equity for directors; FY2026 increases to cash and chair fees suggest recognition of workload but remain capped by plan limit ($750,000 aggregate director compensation per fiscal year).
- Pay-for-performance oversight: Clear management incentive metrics (AOI and net sales) with strong FY2025 achievement, aligning executive payouts to performance; LTIP three-year targets and realized 145% outcome demonstrate multi-year discipline.
- Conflicts/related-party exposure: None reportable in FY2025; external board at Black Rifle Coffee is not a competitor/supplier and committee roles are disclosed; continue monitoring for consultant overlaps and information flow.
- Change-in-control provisions: Director awards fully vest on change in control (if not assumed), which is standard but can be viewed as generous; however, plan prohibits repricing and has no evergreen feature, supporting shareholder-friendly governance.
- RED FLAGS: None evident from filings—no related-party transactions, pledging/hedging banned, no Section 16 delinquencies, no option repricing, and director meeting fees absent; watch for cumulative board tenure concentration and dual committee roles, but current composition appears diversified.