Tonya Jackson
About Tonya H. Jackson
Tonya H. Jackson, 61, has served as a director of Hooker Furnishings Corporation since 2017. She is currently Senior Vice President and Chief People Officer at Lexmark (since 2023), with prior senior roles leading product delivery and supply chain; she is NACD Certified Corporate Director (2021) and holds the CERT Certificate in Cybersecurity Oversight (2022) from Carnegie Mellon University . She is an independent director under NASDAQ standards and attended at least 75% of Board and committee meetings in fiscal 2025; all directors attended the prior annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lexmark | SVP & Chief People Officer | 2023–present | Oversees talent acquisition/development, strategic internal communications, compensation/benefits, workforce analytics, DEI |
| Lexmark | SVP & Chief Product Delivery Officer | 2020–2023 | Product delivery leadership across global operations |
| Lexmark | SVP & Chief Supply Chain Officer | 2016–2020 | Led global supply chain; operations expertise |
| Lexmark | VP, Supply Chain Operations | 2015–2016 | Supply chain operations management |
| Lexmark | VP, Worldwide Supplies Operations | 2013–2015 | Worldwide supplies operations leadership |
External Roles
| Organization | Role/Certification | Year(s) | Relevance |
|---|---|---|---|
| National Association of Corporate Directors (NACD) | Certified Corporate Director | 2021 | Governance training and credentialing |
| Carnegie Mellon University (CERT) | Certificate in Cybersecurity Oversight | 2022 | Board-level cybersecurity oversight competence |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member, Compensation Committee; member, Audit Committee .
- Independence: Determined independent by the Board upon recommendation of Nominating & Corporate Governance Committee; current Board includes an independent chair and executive sessions of independent directors at each Board meeting .
- Attendance and engagement: Fiscal 2025 Board held 4 meetings; Nominating & Corporate Governance met 5; Compensation and Audit each met 4; each incumbent director attended at least 75% of Board/committee meetings during membership; all directors attended last year’s annual meeting .
- Governance processes: Director stock ownership guideline (3x annual cash compensation; 6-year compliance window), with all directors ≥6 years meeting guidelines; independent Compensation Committee retains an independent consultant (Pearl Meyer) and affirmed no conflicts; Audit Committee oversees related-party transactions and reported none in fiscal 2025 .
Fixed Compensation
| Component | Service Year | Amount | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | 2024–2025 | $55,000 | Paid June 2024 |
| Nominating & Corporate Governance Committee Chair Fee | 2024–2025 | $10,000 | Chair stipend |
| Total Cash Fees (Tonya H. Jackson) | Fiscal 2025 (for 2024–2025 service year) | $65,000 | As reported in director comp table |
| Equity Award | Grant Date | Fair Value | Vesting Conditions |
|---|---|---|---|
| Restricted Stock (annual non‑employee director grant) | June 7, 2024 | $70,000 | Vests at next annual meeting date if serving; earlier vesting upon death, disability, or change in control; directors may elect deferral; anti‑hedging/pledging policy applies |
| Name | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Tonya H. Jackson | $65,000 | $70,000 | $135,000 |
Performance Compensation
| Award Type | Performance Metric | Measurement/Trigger | Payout Mechanics |
|---|---|---|---|
| Annual Director Restricted Stock | Service-based vesting | Vests at next annual meeting date if director remains on Board; earlier upon death/disability/change in control | Grant sized by dividing $70,000 by FMV 3 business days after award; rounding to nearest whole share; deferral permitted; delivered in shares at deferral date; unsecured liability during deferral |
No director compensation is tied to corporate performance metrics (e.g., EPS, revenue) in the proxy; director equity is service‑based. Executive incentive metrics (net sales and operating income for annual cash incentive; EPS CAGR and relative TSR for PSUs) apply to named executive officers, not directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current/prior) | None disclosed for Tonya H. Jackson in the proxy |
| Committee positions at other public companies | None disclosed |
| Interlocks or overlapping directorships with competitors/suppliers/customers | None disclosed; Audit Committee reported no related party transactions in fiscal 2025 |
Expertise & Qualifications
- Technology/Digital/Cybersecurity; Supply Chain; Risk Management; Strategic Planning; Corporate Governance, per Board matrix; demographics: African American; gender: female; tenure band: 6–10 years .
- Senior executive experience at a global corporation; NACD CCD and CERT cybersecurity oversight credentials .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 25,229; less than 1% of class |
| Voting/disposition power | Sole voting: 25,229; sole disposition: 20,522 |
| Unvested director restricted stock at FY-end | 4,707 |
| Director stock ownership guideline | 3x annual cash compensation; 6 years to comply; all directors with ≥6 years met guidelines as of FY-end (includes Ms. Jackson, director since 2017) |
| Hedging/pledging | Prohibited for directors; policy bans zero-cost collars, forward sales, derivatives, margin accounts, and pledging shares |
Insider Trades
| Period | Activity |
|---|---|
| Fiscal 2025 | Proxy indicates all Section 16(a) reports were timely; no delinquent filings; specific Form 4 transactions are not detailed in the proxy |
Governance Assessment
- Strengths: Independent director with chair role on Nominating & Corporate Governance; multi-committee service (Audit, Compensation); strong attendance; meaningful equity component with ownership guidelines met; anti‑hedging/pledging policy; no related party transactions; independent compensation consultant with no conflicts; executive sessions at every Board meeting .
- Signals of alignment: Annual director equity grant ($70,000) with service-based vesting; beneficial ownership (25,229 shares) and unvested RSUs (4,707) support skin‑in‑the‑game; directors with ≥6 years meet ownership guidelines .
- Potential red flags: None disclosed specific to Ms. Jackson; Board notes “Committees of the Whole” approach (all independent directors serve on all committees) which concentrates committee workload but is deliberate given Board size; presence of a retired CFO on the Board (non-independent) is disclosed at the board level, not specific to Ms. Jackson .
- Shareholder sentiment: 2024 say‑on‑pay support exceeded 98% of votes cast, indicating broad investor support for compensation governance (executive program) .