Fred D. Ayers
INGLES MARKETSAbout Fred D. Ayers
Independent director of Ingles Markets since February 2006. Retired in 2002 as a senior officer of Wachovia Bank (now Wells Fargo) and remains active in the Asheville community; brings many years of auditing, accounting, and finance experience. Age 82 per latest proxy; tenure on the board since February 2006 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wachovia Bank (now Wells Fargo) | Senior officer | Retired in 2002 | Auditing, accounting, and finance expertise |
External Roles
- “Served on numerous boards” and active in Asheville community; no specific public company directorships disclosed .
Board Governance
- Independence: Board affirmatively determined Ayers is independent under Nasdaq rules .
- Committee memberships: Member, Audit/Compensation Committee; designated “audit committee financial expert” under SEC rules .
- Committee structure: Company operates a combined Audit/Compensation Committee; no separate nominating committee due to controlled company status .
- Meetings and attendance:
- Board met 4 times in FY2024; Audit/Compensation met 6 times. Other than Mr. Lowden, each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board met 4 times in FY2023; Audit/Compensation met 10 times. Other than Mr. Lowden, each director attended at least 75% of meetings; all directors but one (extraordinary circumstances) attended the 2023 Annual Meeting .
- Controlled company context: Chairman (Robert P. Ingle, II) beneficially controls ~72–73% of voting power; company classifies as a controlled company under Nasdaq rules .
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Audit/Comp meetings held | 10 | 6 |
| Ayers attendance | ≥75% (implied by company statement) | ≥75% (implied by company statement) |
| Annual meeting attendance | All but one director | All directors |
Fixed Compensation
- Director fee policy: Annual retainer $15,000; $1,250 per Board or committee meeting; Audit/Compensation Committee member retainer $10,000; Chair retainer $15,000 .
- Paid entirely in cash; no equity compensation disclosed for directors .
| Component | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $42,500 | $42,500 |
Note: Given the fee schedule, Ayers’ total ($42,500) aligns with Chair-level retainer if attending meetings; however, the proxy does not explicitly name the Audit/Compensation Committee chair. This inference is based on disclosed fee structure and totals .
Performance Compensation
- No director stock awards, options, or performance-based compensation disclosed for directors; director compensation paid in cash only .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation committee interlocks | None; Ayers had no relationships requiring disclosure under “Transactions With Related Persons,” and no interlocks requiring disclosure |
| Other current public company boards | Not disclosed for Ayers |
Expertise & Qualifications
- Audit committee financial expert (SEC definition) .
- Background in auditing, accounting, and finance; retired bank senior officer .
Equity Ownership
| Metric | As of Sep 30, 2023 | As of Sep 28, 2024 |
|---|---|---|
| Class A shares | 463 | 463 |
| Class B shares | 0 | 0 |
| % of Class A | <1% (denoted “*”) | <1% (denoted “*”) |
| % of Class B | <1% (denoted “*”) | <1% (denoted “*”) |
| % total voting power | <1% (denoted “*”) | <1% (denoted “*”) |
Additional alignment context:
- Company states it does not currently have formal practices or policies regarding the ability of associates (including officers) or directors to engage in hedging transactions of company equity securities .
Governance Assessment
-
Strengths
- Independent director with deep finance/audit credentials; designated audit committee financial expert .
- Audit/Compensation Committee met with the independent auditor and holds sessions without management, supporting oversight quality .
- Attendance threshold met (≥75%); full attendance at 2024 Annual Meeting indicates engagement .
-
Structural Risks and Red Flags
- Controlled company and dual-class structure: Chairman controls ~72–73% voting power; reduces minority shareholder influence, including votes on governance proposals and say-on-pay outcomes .
- Combined Audit/Compensation Committee and absence of a nominating committee can concentrate oversight and reduce independence in key areas (compensation and nominations) .
- Director pay entirely in cash and minimal personal share ownership by Ayers (463 shares) indicate limited equity alignment relative to some best practices favoring equity retainers for directors .
- Say-on-pay “overwhelmingly approved,” but outcomes are structurally influenced by controlled voting; advisory feedback may be less reflective of minority shareholder sentiment .
-
Related-party safeguards
- Compensation Committee Interlocks: None involving Ayers .
- Related party transactions involve the Chairman; governed by a formal related party transaction policy and Audit Committee review. No related-party transactions disclosed for Ayers .
-
Shareholder engagement
- Board requires directors to attend annual meetings; company maintains investor communication channels, but board size and composition changes are controlled; shareholder proposals on governance (e.g., increasing board size) faced opposition with likely defeat due to controlled voting .