Stacy Kammes
About Stacy Kammes
Stacy M. Kammes, age 45, is Vice President, Human Resources at Flexsteel Industries and has served as an executive officer since 2017 after joining the company in 2014; she was also appointed Assistant Secretary in May 2020. She holds a BBA in General Management and Human Resource Management from the University of Wisconsin–Platteville and an MBA from Upper Iowa University, and has 20+ years of HR experience spanning organizational development, talent acquisition/development, compensation, benefits, and labor relations . Company-level performance context relevant to executive incentive alignment: fiscal 2025 “Compensation Actually Paid” aligned with rising TSR and net income (TSR value of $215 per initial $100; net income $20.2M), up from fiscal 2024 ($79 TSR; net income $10.5M) and fiscal 2023 ($110 TSR; net income $14.8M) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cummins Emission Solutions | HR Leader – Organizational Effectiveness Talent; Global Supply Chain; OnHighway Business; plant HR positions | Not disclosed | Led talent acquisition, performance management, training/development, succession planning, and labor relations across multiple global manufacturing, distribution, and corporate locations . |
| Federal Mogul | Plant HR roles | Not disclosed | Early-career HR leadership in plant environments . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external directorships or public company board roles disclosed . |
Fixed Compensation
- Base salary and annual cash bonus specifics for Ms. Kammes are not disclosed in the proxy (she is an executive officer but not a named executive officer). Flexsteel’s executive program includes base salary, annual cash incentives (CIP), and long-term equity incentives .
- Stock ownership guidelines apply to Section 16 executive officers (two times base salary for executive officers), with prohibitions on hedging, short selling, margin and pledging; open-market purchases must be held at least six months .
Performance Compensation
Company incentive design, metrics, and outcomes that govern executive annual/long-term incentives:
- Annual Cash Incentive Plan (CIP) design in FY2025: one-year period; payouts range from 40% to 200% of target; objectives weighted 70% Adjusted Operating Income and 30% Net Sales. Results: Adjusted Operating Income achieved 200% of target; Net Sales achieved 122%; weighted total 177% .
- Annual CIP design in FY2024: one-year period; objectives weighted 50% Adjusted EBIT and 50% Net Sales. Results: Adjusted EBIT achieved 181%; Net Sales achieved 99%; weighted total 140% .
- Long-term incentives: three-year Performance Share Units (PSUs) with annual objectives within each three-year cycle; FY2023–2025 and FY2024–2026 plans based on yearly targets; FY2022–2024 cumulative plan based on Adjusted EBIT target; RSUs generally vest at three years; dividends on RSUs/PSUs only upon vest .
| Metric | Weighting | FY 2024 Target | FY 2024 Actual | FY 2024 Payout | FY 2025 Target | FY 2025 Actual | FY 2025 Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBIT / Operating Income | 50% (EBIT) | $12.2M | 181% of target | Contributes to 140% blended | $26.2M (Operating Income) | 200% of target | Contributes to 177% blended |
| Net Sales | 50% | $413.1M | 99% of target | Contributes to 140% blended | $431.6M | 122% of target | Contributes to 177% blended |
Note: Ms. Kammes’ individual CIP participation rate and realized payout are not disclosed; table reflects company-level design and outcomes applicable to executive officers .
Equity Ownership & Alignment
- Beneficial ownership for Ms. Kammes is not individually reported in the beneficial ownership tables (which list directors and named executive officers); therefore total shares, % outstanding, and vested vs. unvested breakdown are not disclosed for her .
- Alignment policies:
- Executive stock ownership guidelines: Executive Officers must hold shares equal to two times base salary; Directors five times annual cash compensation; CEO four times base salary .
- Hedging and pledging are prohibited; short selling prohibited; margin/pledging transactions prohibited; options/derivatives prohibited; six-month minimum hold for open-market purchases .
- Dividends on RSUs/PSUs only paid upon vesting, reducing incentives to accelerate sales before vest .
Employment Terms
- Ms. Kammes’ specific employment agreement is not disclosed. Executive officers are covered by the Severance Plan for Management Employees if designated as Section 16 officers or otherwise eligible, with:
- 12 months base salary continuation; lump-sum COBRA for 12 months; lump-sum CIP at target for fiscal year of termination .
- “Qualifying Termination” includes involuntary termination or “good reason” during the change-in-control window (from signing of definitive agreement through 24 months post-close as amended in 2025 for equity plan acceleration conditions); CEO receives double these severance payments upon qualifying termination around change in control .
- Conditions include release, confidentiality, 12-month non-compete and non-hire; clawback of severance for covenant breaches .
- Equity treatment: Under the 2022 Equity Incentive Plan, RSUs/PSUs vest pro rata upon death/disability or certain terminations (including age and service conditions); change-in-control acceleration applies if awards are not assumed or upon qualifying terminations; options’ vesting does not accelerate on termination and CI treatment follows plan rules .
Company Performance Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR – value of initial fixed $100 investment | $110 | $79 | $215 |
| Net Income ($) | $14,778,000 | $10,528,000 | $20,154,000 |
Compensation Committee Analysis
- Compensation Committee members (FY2025): M. Scott Culbreth (Chair), William S. Creekmuir, Kathryn P. Dickson; used Meridian Compensation Partners for sector/peer incentive practices and plan design .
- Committee practices: emphasizes stock awards over options; forbids option repricing; formal grant policy with fair-market exercise prices; dividends on full-value awards only at vest; clawback policy adopted for incentive compensation .
Say-on-Pay & Shareholder Feedback
- FY2024 advisory vote to approve NEO compensation: 3,577,113 votes for; 383,545 against; 41,306 abstentions .
- Proxy indicates annual say-on-pay cadence and continued focus on pay-for-performance alignment .
Risk Indicators & Red Flags
- Hedging and pledging of company stock prohibited, reducing misalignment risk .
- Equity plan explicitly prohibits repricing/exchange of options; options priced at or above fair market value .
- Incentive Compensation Clawback Policy applies to cash and equity incentives; restatement/fraud triggers recovery .
- Related party transactions policy in place; none reportable in FY2025 .
Investment Implications
- Alignment: Stock ownership guidelines (2x salary for executive officers) and prohibition of hedging/pledging support long-term alignment and reduce selling pressure; RSU/PSU dividends deferred until vesting further reinforce retention .
- Retention risk: Three-year vesting cycles and Severance Plan protections, including CI coverage and 12-month non-compete/non-hire, create meaningful retention hooks for executive officers like Ms. Kammes even without disclosed individual salary/bonus .
- Performance linkage: CIP weighting to profit and revenue with 177% payout context in FY2025 and 140% in FY2024 indicates robust pay-for-performance conditions at the company level, suggesting HR-led talent and performance frameworks are tied to measurable financial outcomes .
- Governance quality: No option repricing, evergreen, or automatic CI vesting; independent Comp Committee with external advisor; active clawback and insider trading controls—collectively lower governance risk and compensation inflation concerns .