Thomas Levine
About Thomas M. Levine
Thomas M. Levine, age 76, has served on Flexsteel’s board since 2010 and is currently the independent Chair of the Board; he notified the Board he will resign effective at the conclusion of the December 10, 2025 meeting . He has been an Independent Management Advisor since 1995, previously EVP at Fostin Capital Corp. (1982–1999), VP at Foster Industries, Inc. (1982–1994), and a partner at Berkman Ruslander Pohl Lieber & Engel (1974–1982). He holds a BA from Colgate University and a JD from the University of Chicago Law School, bringing general management and legal expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fostin Capital Corp. | Executive Vice President | 1982–1999 | Venture capital investment management |
| Foster Industries, Inc. | Vice President | 1982–1994 | Private investment company leadership |
| Berkman Ruslander Pohl Lieber & Engel | Partner (Corporate law) | 1980–1982 (Firm tenure 1974–1982) | Corporate legal practice |
| Independent Management Advisor | Advisor | 1995–present | Business and legal advisory |
External Roles
- No other current or recent public company directorships disclosed for Mr. Levine in the latest proxy .
Board Governance
- Role and Independence: Independent Chair of the Board; Board determined Mr. Levine is independent under Nasdaq listing standards .
- Committee Assignments: Not listed as a member of standing committees in FY2025; chairs the Board. Committee memberships are Audit & Ethics (McGovern—Chair; Creekmuir; Bertsch; Calloway), Compensation (Culbreth—Chair; Creekmuir; Dickson), and Nominating & Governance (Dickson—Chair; Culbreth; McGovern) .
- Attendance: The Board held 14 meetings in FY2025; all directors attended 93% of Board meetings and 100% of their committee meetings .
- Executive Sessions: Independent directors meet periodically in executive session as part of Board meetings .
- Leadership Transition: Mr. Levine will step down Dec. 10, 2025; Jeanne McGovern will assume Chair thereafter. Board to reduce from eight to seven members post-resignation .
Fixed Compensation
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Annual Director Cash Retainer | 61,500 | Increased to $70,000 beginning FY2026 |
| Chair of the Board Additional Retainer | 90,000 | Compensates workload/responsibility |
| Committee Chair Fees | — | Audit Chair $15,000; Comp Chair $10,000; N&G Chair $10,000 (rise to $20k/$15k/$15k in FY2026) |
| Committee Membership Fees | — | Audit $7,500; Comp $5,000; N&G $5,000 (per year) |
| Meeting Fees | 0 | None; compensation paid quarterly |
- FY2025 cash actually paid to Mr. Levine: $151,500 .
Performance Compensation
| Component | FY2025 Amount ($) | Structure and Terms |
|---|---|---|
| Annual Stock Awards | 96,982 | $97,000 grant value delivered quarterly; increased to $100,000 in FY2026; “no additional vesting requirements” |
| Change-in-Control Treatment (Directors) | N/A | Upon change in control: director options/SARs fully exercisable; restricted stock/RSUs fully vest; performance goals deemed achieved at 100% of target unless otherwise specified |
| Clawback | N/A | Awards subject to the Company’s Incentive Compensation Clawback Policy |
| Non-Employee Director Compensation Cap | N/A | Aggregate director compensation limited to $750,000 per fiscal year (cash + grant-date fair value of equity) |
No director-specific performance metrics (e.g., TSR, EBITDA goals) are tied to Mr. Levine’s director compensation; equity grants are time-based with quarterly issuance and no additional vesting .
Other Directorships & Interlocks
- None disclosed for Mr. Levine. No related interlocks or shared directorships with Flexsteel customers, suppliers, or competitors identified in the proxy .
Expertise & Qualifications
- Education: BA, Colgate University; JD, University of Chicago Law School .
- Core Credentials: General management, business, and legal matters; long-tenured advisory background .
- Governance Experience: Chair of the Board (independent), providing separation between Board leadership and CEO roles .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Shares) | 33,936 |
| Percent of Shares Outstanding | 0.6% |
| Ownership Breakdown | 30,936 shares held as Trustee for the 2013 Revocable Trust of Thomas M. Levine; 3,000 shares in SEP IRA |
| Shares Outstanding (Record Date) | 5,340,446 |
| Hedging/Pledging Policy | Hedging and pledging prohibited for directors, officers, employees |
| Stock Ownership Guidelines | Directors expected to hold shares valued at 5× annual director cash compensation |
- Ownership alignment: Using the Oct. 13, 2025 closing price of $43.11 per share , Mr. Levine’s 33,936 shares equate to ~$1.46 million, exceeding the guideline threshold of ~$757,500 (5× $151,500 cash retainer), indicating strong alignment .
Governance Assessment
- Independence and Leadership: Independent Chair with planned transition to another independent Chair (McGovern) supports continuity of independent oversight and separation from management .
- Attendance and Engagement: Robust attendance (93% Board; 100% committees for all directors) and established executive sessions suggest effective oversight culture .
- Compensation Structure: Balanced mix of cash and equity ($151,500 cash; $96,982 equity in FY2025) with no meeting fees and quarterly equity issuance; director pay restrained by a $750,000 annual cap; clawback coverage applies to awards .
- Ownership Alignment: Material personal stake (0.6% of outstanding shares) held mostly via trust/retirement accounts; meets/exceeds stock ownership guidelines; hedging/pledging prohibited, reducing misalignment risk .
- Conflicts and Related Parties: No reportable related-party transactions in FY2025; Section 16(a) filings compliant—no delinquent reports .
- Committee Work: While Mr. Levine did not serve on standing committees in FY2025, his role as independent Chair is complemented by committees chaired by other independent directors, with Compensation Committee using independent consultant Meridian for pay practices benchmarking .
RED FLAGS and Watch Items
- Board Transition: Chair resignation and Board size reduction to seven on Dec. 10, 2025 merits monitoring for continuity and succession outcomes, though an independent successor Chair is designated .
- Change-in-Control Award Treatment: Automatic full vesting for director awards upon change in control can be shareholder-sensitive; however, plan prohibits option/SAR repricing and requires fair-market exercise prices, partially mitigating concerns .
Sources:
**[37472_0001140361-25-039303_ny20055360x1_def14a.htm:0]** Chair designation; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:4]** resignation and Board size reduction; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:8]** biography, age, tenure, education; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:24]** director compensation table, independence determination, meeting fees, stock grants, ownership guidelines; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:25]** attendance, committee memberships; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:26]** leadership structure and successor Chair; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:27]** related party policy and absence of transactions; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:31]** Section 16(a) compliance; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:16]** share price reference; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:19]** director change-in-control treatment; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:14]** director compensation cap; **[37472_0001140361-25-039303_ny20055360x1_def14a.htm:2]** shares outstanding.