Terence Calloway
About Terence P. Calloway
Independent director of Flexsteel Industries since 2025; appointed May 21, 2025. Age 61. Former EVP, Global Product Supply at Energizer Holdings (2020–2025) and prior R&D leadership roles at Energizer (2015–2020), Colgate-Palmolive (2014–2015), and Procter & Gamble (1987–2013). Bachelor of Science in Chemical Engineering from the University of Alabama. Areas of expertise cited: product innovation, supply chain, organizational leadership, strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energizer Holdings, Inc. | EVP, Global Product Supply | 2020–2025 | Led global product supply; operational execution and strategic planning |
| Energizer Holdings, Inc. | VP, Global R&D | 2015–2020 | Product innovation; R&D leadership |
| Colgate-Palmolive Company | Director, Global Design and Package Development | 2014–2015 | Packaging design; development oversight |
| The Procter & Gamble Company | Research & Development Director | 1987–2013 | Consumer packaged goods R&D leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Calloway |
Board Governance
- Independence: Board determined Calloway is independent under Nasdaq rules .
- Attendance: For FY2025, all directors attended 93% of Board meetings and 100% of their committee meetings; Board held 14 meetings .
- Executive sessions: Independent directors meet periodically in executive session .
- Board structure changes: Board moving from 8 to 7 members following Dec 10, 2025 resignation of Thomas M. Levine .
| Committee | Role | FY2025 Meetings | Chair |
|---|---|---|---|
| Audit & Ethics | Member | 5 | Jeanne McGovern |
| Compensation | Not a member | 4 | M. Scott Culbreth |
| Nominating & Governance | Not a member | 7 | Kathryn P. Dickson |
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Fees earned or paid in cash ($) | $17,250 |
| Standard annual cash retainer for directors | $61,500 (FY2025); increased to $70,000 beginning FY2026 |
| Committee member cash retainers | Audit: $7,500; Compensation: $5,000; Nominating & Governance: $5,000 (per year) |
| Committee chair cash retainers | Audit Chair: $15,000 (to $20,000 in FY2026); Compensation Chair: $10,000 (to $15,000 in FY2026); Nominating & Governance Chair: $10,000 (to $15,000 in FY2026) |
| Meeting fees | None; compensation paid quarterly |
Performance Compensation
| Component | FY2025 Value/Terms | Performance Linkage | Vesting |
|---|---|---|---|
| Stock awards ($) | $24,229 (actual FY2025 for Calloway) | None disclosed (time-based director grants) | No additional vesting requirements; delivered in quarterly installments |
| Annual director equity grant policy | $97,000 per year (to $100,000 beginning FY2026) | None disclosed | No additional vesting requirements; quarterly delivery |
| Options/PSUs | Not disclosed for directors | — | — |
Compensation consultant: Meridian Compensation Partners, LLC advised the Compensation Committee during calendar 2025 on industry and peer incentive practices; hired by the committee .
Other Directorships & Interlocks
| Company | Capacity | Committee Roles | Status |
|---|---|---|---|
| — | — | — | None disclosed for Mr. Calloway |
Expertise & Qualifications
- Product innovation and R&D leadership across consumer goods (Energizer, Colgate-Palmolive, P&G) .
- Global supply chain and organizational leadership; strategic planning .
- Technical credential: B.S., Chemical Engineering (University of Alabama) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Terence P. Calloway | 1,294 | 0.0% | October 13, 2025 |
| Policy | Requirement | Notes |
|---|---|---|
| Director stock ownership guidelines | Hold Flexsteel shares valued at 5x annual director cash compensation | Ownership includes direct/joint/indirect and time-based RSUs; compliance timeline not disclosed |
| Hedging/pledging | Prohibited (hedging, short selling, margin, pledging, derivative transactions) | Insider trading policy applies to directors; minimum six-month holding period for open-market purchases |
Governance Assessment
- Positives: Independent director with deep operations/R&D background; active Audit & Ethics Committee member; strong committee oversight structure; all directors met Section 16(a) filing requirements in FY2025; no related-party transactions reportable in FY2025 .
- Compensation alignment: Mixed cash/equity with quarterly stock grants and no added vesting aligns director incentives with shareholder value; standard ownership guidelines at 5x cash retainer promote skin-in-the-game .
- Signals to monitor: Early tenure implies initial holdings (1,294 shares as of Oct 13, 2025) versus guideline requirement; track progress toward guideline compliance over time .
- RED FLAGS: None disclosed regarding attendance (Board 93%, committee 100%), related-party transactions, hedging/pledging, or option repricing. No other public company interlocks disclosed for Calloway .
Additional Board context: Board held 14 meetings in FY2025; independent directors meet in executive session; Audit Committee report affirms auditor independence and recommended inclusion of audited financials in the 10-K .