Michael Ressler
About Michael Ressler
Michael J. Ressler, age 42, is Chief Financial Officer, Treasurer and Secretary at Flexsteel Industries (since January 2024), after joining the company in April 2006 and progressing through finance and manufacturing leadership roles; he holds a BBA in Accounting from Loras College . Company performance during his current executive tenure shows rising net income ($20.154 million in FY2025 vs. $10.528 million in FY2024) and cumulative TSR increasing to 215 for the FY2023–FY2025 window, with pay-versus-performance disclosures emphasizing equity-based alignment . FY2025 cash incentive outcomes were strong (weighted average payout 177% on adjusted operating income and net sales), indicating operational over-delivery versus targets set by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flexsteel Industries, Inc. | Chief Financial Officer, Treasurer & Secretary | Appointed Jan 2024 | Executive responsibility for finance, accounting, and risk management; retained manufacturing leadership; strengthened processes to reduce organizational risk |
| Flexsteel Industries, Inc. | Vice President of Manufacturing | Nov 2022–Jan 2024 | Led manufacturing, SIOP, and procurement; hands-on footprint and operational efficiency improvements |
| Flexsteel Industries, Inc. | Senior Director of Finance – Supply Chain | Prior to Nov 2022 | Led FP&A with direct support for manufacturing, SIOP, and procurement; implemented sustainable processes to increase visibility and reduce risk |
| Flexsteel Industries, Inc. | Corporate Accountant | April 2006 onward | Early-career corporate finance foundation at Flexsteel |
External Roles
No external public-company directorships or outside roles disclosed in the proxies for Ressler. (Not disclosed)
Fixed Compensation
| Component | FY 2025 | Notes |
|---|---|---|
| Base Salary ($) | 325,000 | Increased to $340,000 effective July 1, 2025 |
| Non-Equity Incentive Plan Comp ($) | 287,625 | CIP payout based on 70% adjusted operating income and 30% net sales |
| Stock Awards ($) | 252,461 | RSUs and PSUs; PSUs at target fair value; RSUs vest after three years |
| Option Awards ($) | — | No options granted in FY2025 |
| All Other Compensation ($) | 25,575 | Itemized perquisites shown below |
| Total ($) | 890,661 | Summary Compensation Table total |
All Other Compensation (FY2025)
| Item | Amount ($) |
|---|---|
| Tax Preparation | 1,807 |
| Supplemental Medical | 1,762 |
| Furniture Program | 3,802 |
| 401(k) Match | 18,204 |
| Total | 25,575 |
Compensation design and market benchmarking are informed by independent consultant Meridian Compensation Partners; the committee reviewed industry and peer practices in FY2025 and FY2024 .
Performance Compensation
CIP (Annual Cash Incentive Plan) – FY2025
| Metric | Weighting | Target | Threshold | Maximum | Actual Achievement | Payout Mechanics |
|---|---|---|---|---|---|---|
| Adjusted Operating Income | 70% | $26.2m | $21.0m | $30.7m | 200% of target | Payouts range 40%–200% of target |
| Net Sales | 30% | $431.6m | $388.4m | $474.8m | 122% of target | Weighted average total 177% |
| Individual Target (% of Salary) | — | 50% | — | 200% cap | Result aligns to $287,625 actual payout | Committee ratified post-period based on objectives |
LTIP (Three-Year PSUs) – FY2023–FY2025 performance period
| Metric | Weighting | FY2023 Target ($m) | FY2024 Target ($m) | FY2025 Target ($m) | Threshold/Outstanding/Max ($m) | 3-Year Outcome |
|---|---|---|---|---|---|---|
| Adjusted Operating Income | 100% | 6.5 | 14.9 | 20.7 | Threshold: 1.5/7.4/13.2; Outstanding: 11.5/22.4/28.2; Max: 14.0/26.2/31.9 | Achieved 145% for period ended June 30, 2025 |
Unearned PSUs at Target (Active Performance Periods as of 6/30/2025)
| Fiscal Year Grant | Units (Ressler) |
|---|---|
| FY2025 (ends 6/30/2027) | 4,311 |
| FY2024 (ends 6/30/2026) | 2,189 |
| FY2023 (ended 6/30/2025) | 546 |
| Total | 7,046 |
Design Notes:
- Restricted Stock Units vest at the end of three years; company has emphasized stock awards over options to align ownership and meet guidelines .
- For FY2022–FY2024 cumulative LTIP (adjusted EBIT), company achieved 0% payout (discipline in performance pay) .
Equity Ownership & Alignment
Beneficial Ownership (as of October 13, 2025)
| Holder | Shares Beneficially Owned (#) | % of Outstanding |
|---|---|---|
| Michael J. Ressler | 18,453 | 0.3% |
Options and Stock Awards (Outstanding at FY2025 Year-End)
| Grant Type | Grant Date | Exercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSUs MV at $36.03 ($) | Unearned PSUs (#) | PSU MV at $36.03 ($) |
|---|---|---|---|---|---|---|---|---|
| Stock Options | 7/1/2015 | 464 | 43.09 | 7/1/2025 | — | — | — | — |
| Stock Options | 9/1/2016 | 737 | 47.45 | 9/1/2026 | — | — | — | — |
| Stock Options | 9/8/2017 | 774 | 45.21 | 9/8/2027 | — | — | — | — |
| Stock Options | 9/13/2018 | 1,524 | 32.80 | 9/13/2028 | — | — | — | — |
| RSUs | — | — | — | — | 7,719 | 278,116 | — | — |
| PSUs (target) | — | — | — | — | — | — | 7,046 | 253,867 |
Upcoming RSU Vesting Schedule (Ressler)
| Vest Date | Shares |
|---|---|
| Feb 8, 2026 | 2,597 |
| June 30, 2026 | 1,459 |
| June 30, 2027 | 3,663 |
Alignment Policies
- Stock ownership guidelines: Executive Officers two times base salary; Directors five times annual cash compensation .
- Hedging and pledging prohibited; minimum six-month holding period on open-market purchases; derivatives (puts/calls) and margin transactions prohibited .
- Awards subject to clawback; dividends not paid on unexercised options/SARs; RSU/PSU dividends deferred until vest .
Note on insider trading/10b5-1: A Form 4 search returned no results for Ressler; we looked for sales, purchases, RSU vesting tax-withhold and any Rule 10b5-1 disclosures, but did not find filings in the dataset searched.
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | No employment or letter agreement for Ressler |
| Base Salary | $340,000 effective July 1, 2025 |
| CIP Eligibility | Target 50% of base; max funding 200% of target |
| LTIP Participation | Target 75% of base; max award 200% of target; paid in shares |
| Severance Plan | For Section 16 executives: 12 months base salary continuation; lump-sum 12 months COBRA premium; lump-sum CIP at target for fiscal year of termination; CEO severance doubled if CIC window applies |
| Change-in-Control (Equity) | 2022 Plan amended: accelerated vesting if awards not assumed; if assumed, involuntary termination without cause from signing of definitive agreement through 24 months post-CIC leads to vesting (100% target for performance awards) |
| Non-Compete/Confidentiality | Confidentiality and Non-Competition Agreement: no competition during employment and 12 months after termination |
| Forfeiture/Clawback | Forfeiture for competition or misuse of confidential info; clawbacks aligned with policy for restatements/fraud |
Say-on-Pay & Shareholder Feedback
| Meeting Date | Item | Result |
|---|---|---|
| Dec 11, 2024 | Advisory vote to approve NEO compensation | For: 3,577,113; Against: 383,545; Abstain: 41,306; 0 broker non-votes |
Compensation Structure Analysis
- Shift toward full-value equity (RSUs/PSUs) and away from options; no FY2025 option grants, consistent with committee’s view that stock awards better support ownership guidelines .
- Annual incentive heavily weighted to profitability (70% adjusted operating income) with robust 200% max, reinforcing operating discipline; FY2025 payout at 177% signals strong execution .
- LTIP outcomes reflect pay-for-performance rigor: FY2022–FY2024 cumulative adjusted EBIT PSU paid 0%; FY2023–FY2025 adjusted operating income PSU achieved 145% .
- Clawback and anti-hedging/pledging strengthen shareholder alignment and reduce governance risk .
Investment Implications
- Near-term selling pressure watchpoints: RSU vesting dates in Feb 2026 and June 2026/2027 may prompt tax-withholding share sales; monitor Form 4s around these dates for signals on liquidity needs or 10b5-1 adoption .
- Alignment: Modest direct ownership (0.3%) is partially offset by significant unvested RSUs/PSUs, ownership guidelines, and prohibitions on hedging/pledging; equity mix suggests tighter alignment than options-centric plans .
- Incentive design favors operating income and three-year performance periods, supporting medium-term execution; strong FY2025 CIP results (177%) plus LTIP achievement (145%) indicate momentum, but prior zero LTIP payout underscores performance sensitivity and potential retention pressure if macro softens .
- Governance: Moderate severance (1x salary+target bonus) and CIC provisions (24-month protection window) balance retention with shareholder protections; continued use of Meridian and say-on-pay support suggest stable compensation governance .