Ernest E. Ferguson
INGLES MARKETSAbout Ernest E. Ferguson
Ernest E. Ferguson is an independent director of Ingles Markets, serving since December 2014. He is 77, retired in 2007 as a senior vice president and commercial sales director of Wachovia Bank (now Wells Fargo), and brings auditing, accounting, and finance experience to the board; he holds one of the two Class A-elected seats and was nominated for re-election for Class A holders in 2025. The board has affirmatively determined that Ferguson is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wachovia Bank (now Wells Fargo) | Senior Vice President and Commercial Sales Director | Retired in 2007 | Auditing, accounting, and finance experience relevant to board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various Asheville community boards | Director/Board member | Ongoing | “Served on numerous boards” and remains active in Asheville community; no public company directorships disclosed in proxy bio |
Board Governance
- Independence: Board determined Ferguson (with Ayers, Lowden, Tudor) is independent under Nasdaq rules.
- Committee assignments: Member, Audit/Compensation Committee (which oversees auditor engagement, audit scope, internal controls, related-party policy, and approves/oversees executive compensation per Board delegation).
- Attendance and activity:
- Board met 4 times in fiscal 2024; Audit/Compensation Committee met 6 times.
- Other than Mr. Lowden, each director attended at least 75% of Board and applicable committee meetings in fiscal 2024; all directors attended the 2024 annual meeting of shareholders.
- Governance structure and context:
- Controlled company under Nasdaq rules due to majority voting power of Class B; Ingles does not have a separate nominating committee and may rely on controlled-company exemptions.
- Class A holders elect two directors (Ferguson is nominated for one of these seats); Class B holders elect six; elections determined by class-based plurality.
- No compensation committee interlocks for Audit/Compensation Committee members (Ayers, Ferguson, Tudor).
Fixed Compensation
- Director fee structure (outside directors): $15,000 annual retainer; $1,250 per Board or committee meeting; Audit/Compensation Committee members receive an additional $10,000 annual retainer (chair receives $15,000).
- All outside director compensation for fiscal 2024 was paid in cash; no equity grants disclosed.
| Director Compensation (FY2024) | Amount (USD) |
|---|---|
| Ernest E. Ferguson – Total cash fees | $37,508 |
Performance Compensation
| Component | Detail |
|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for directors; FY2024 director pay “all paid in cash.” |
| Performance metrics tied to director pay | None disclosed. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy bio. |
| Prior public company boards | Not disclosed. |
| Committee interlocks | Audit/Compensation Committee members (Ayers, Ferguson, Tudor) had no relationships requiring disclosure; no interlocks disclosed. |
Expertise & Qualifications
- Banking and credit background: Retired senior VP and commercial sales director (Wachovia/Wells Fargo), providing auditing, accounting, and finance expertise useful for audit oversight and capital allocation.
- Committee depth: Serves on Audit/Compensation Committee; the Board designated Ayers (a fellow member) as the “audit committee financial expert” under SEC rules.
Equity Ownership
| Beneficial Ownership (as of Sept 28, 2024) | Class A Shares | Class B Shares | Ownership % (each class) |
|---|---|---|---|
| Ernest E. Ferguson | 250 | 0 | <1% / <1% |
| Shares pledged as collateral | Not disclosed for Ferguson. | ||
| Section 16(a) compliance (FY2024) | Company reports all reporting persons complied with filing requirements. |
Insider trading history (selected):
- Open-market purchase of 250 shares on Aug 21, 2018 (Form 4).
Related-Party Transactions (context)
- Oversight: Audit/Compensation Committee establishes/administers the Company’s Related Party Transaction policy.
- FY2024 disclosures center on arrangements involving the Chairman (lease; property swap); transactions were reviewed/approved by the Audit Committee. No Ferguson-related transactions were disclosed.
Say-on-Pay & Shareholder Feedback (context)
- At the Feb 13, 2024 annual meeting, shareholders “overwhelmingly” approved executive compensation on an advisory basis; the Board made no material modifications thereafter.
Governance Assessment
-
Strengths
- Independent status; member of key Audit/Compensation Committee with active meeting cadence (6x in FY2024).
- Relevant finance/audit background; board reports no legal proceedings involving directors.
- Attendance: met the Company’s ≥75% threshold; present at the 2024 annual meeting.
- No compensation interlocks or related-party involvement disclosed for Ferguson.
-
Risk indicators and considerations
- Controlled company structure with concentrated voting power and no separate nominating committee may constrain board independence and refreshment.
- Company states it does not currently have formal hedging policies for associates/directors, which is below many peer governance practices.
- Low personal ownership (250 shares) limits direct economic alignment compared to larger insider holders; all director pay is in cash (no equity retainer).
- Shareholder proposal sought to expand the board and increase Class A seats; the Board opposed and the Chairman controls ~73% voting power—reducing proposal passage likelihood.
-
RED FLAGS
- Controlled company with dual-class voting and concentrated control.
- Absence of a separate nominating committee.
- No formal anti-hedging policy for directors.