Terry E. Trexler
About Terry E. Trexler
Terry E. Trexler, 85, is Chairman of the Board, Chief Executive Officer, and President of Nobility Homes, Inc. and has served as a director since 1967; he is also President of TLT, Inc., the general partner of limited partnerships developing manufactured housing communities in Central Florida, and has extensive experience in manufactured and modular homes . He is a controlling shareholder with 1,683,232 shares (51.49% of outstanding), including 1,680,535 held via the Terry E. Trexler Revocable Trust (as sole trustee) and 2,697 via the 401(k) plan; shares outstanding were 3,268,829 as of February 4, 2025 . Pay-versus-performance disclosures show TSR-based value of a $100 investment rising from $73.53 (FY2022) to $90.44 (FY2023) and $107.83 (FY2024), while net income was $7,232,029 (FY2022), $10,898,864 (FY2023), and $8,611,262 (FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nobility Homes, Inc. | Chairman of the Board; Chief Executive Officer; President | Chairman/CEO/President for more than five years; Director since 1967 | Long-tenured chief executive with extensive industry experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TLT, Inc. (general partner of LPs developing manufactured housing communities in Central Florida) | President | Present (not dated) | External real estate development ties; related-party sales disclosed below |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 93,500 | 93,500 |
| All Other Compensation ($) | 19,975 (life insurance premiums on two policies) | 19,975 (life insurance premiums on two policies) |
| Total Fixed ($) | 113,475 | 113,475 |
Notes:
- CEO’s base salary has remained fixed for over twenty-five fiscal years at his request, with major incentive coming from his substantial stock ownership .
Performance Compensation
Design: Quarterly incentive bonus pool based on a specified percentage of EBIT, divided among eligible employees on a discretionary basis; no automatic entitlement or formulaic payout for executives .
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| FY 2023 | EBIT (company performance) | Not disclosed | Not disclosed | Not disclosed | 280,000 | Quarterly bonus; not deferred |
| FY 2024 | EBIT (company performance) | Not disclosed | Not disclosed | Not disclosed | 280,000 | Quarterly bonus; not deferred |
Pay Versus Performance (PEO totals, CAP, TSR, Net Income):
| Fiscal Year | Summary Compensation Table Total ($) | Compensation Actually Paid ($) | TSR Value of $100 | Net Income ($) |
|---|---|---|---|---|
| 2022 | 333,475 | 333,475 | 73.53 | 7,232,029 |
| 2023 | 393,475 | 393,475 | 90.44 | 10,898,864 |
| 2024 | 393,475 | 393,475 | 107.83 | 8,611,262 |
Equity-based compensation:
- No stock options, restricted stock awards, or other equity-based awards granted in FY2024; none outstanding or exercised at FY2024 year-end .
Equity Ownership & Alignment
| Item | As of FY2024 / Record Date |
|---|---|
| Beneficial Ownership (shares) | 1,683,232, including 1,680,535 via Revocable Trust and 2,697 via 401(k) |
| Ownership % of Class | 51.49% |
| Shares Outstanding | 3,268,829 (Feb 4, 2025) |
| Options/RSUs (vested/unvested) | None outstanding; no equity awards held |
| Pledging/Hedging | Not disclosed beyond a general Insider Trading Policy |
| Stock Ownership Guidelines | Not disclosed |
| Liquidity Events | Company repurchased 100,000 shares from Mr. Trexler on June 22, 2023 for $2.8 million |
| Related-Party Transactions | Sales to communities linked to TLT, Inc. totaled $221,620 in FY2024 |
Section 16 compliance:
- Company believes all directors/officers filed timely Section 16 reports for FY2024, based on review of SEC filings .
Employment Terms
| Provision | Status |
|---|---|
| Employment Agreement | None |
| Severance | None |
| Change-of-Control | None; no single/double-trigger or accelerated vesting terms disclosed |
| Clawback | Not disclosed |
| Non-Compete / Non-Solicit / Garden Leave | Not disclosed |
| Deferred Compensation / Pension / SERP | Not disclosed |
| Perquisites | Life insurance premiums of $19,975 annually on two policies |
Board Governance
- Board service history: Director since 1967; currently Chairman, CEO, and President .
- Committees: Compensation (Arthur Havener, Robert Saltsman), Audit (Robert Saltsman—financial expert; Arthur Havener), Nominating (Robert Saltsman, Arthur Havener) .
- Independence: Two non-management directors are independent under NASDAQ rules; the board is four members, half independent .
- Attendance: Board held four regular meetings in FY2024; all directors attended all board and committee meetings; non-management directors meet in executive sessions without management on a regular basis .
- Dual-role implications: Combined CEO/Chairman role and controlling ownership may reduce formal independence at the top; independent committees and executive sessions provide partial counterbalance .
Compensation Committee Analysis
- Composition: Independent directors Arthur Havener and Robert Saltsman .
- Process: Evaluates CEO and other executive officers; recommends salaries/bonuses; met four times in FY2024 .
- Consultants: No outside compensation consultant retained due to small company size; CEO provides recommendations for officers other than himself .
- Risk alignment: Committee asserts bonuses tied to earnings encourage profitability over short/long term; reviews policies to avoid incentivizing excessive risk .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Company Net Income ($) | 7,232,029 | 10,898,864 | 8,611,262 |
| TSR Value of $100 | 73.53 | 90.44 | 107.83 |
Notable items:
- Accounting firm transitions in 2023–2024: CohnReznick resigned in Feb 2024; the company and CohnReznick disagreed on scope/nature of audit evidence for capitalization of finished goods inventory material, labor, and overhead; Hancock Askew engaged Feb 2024; no reported disagreements with Hancock .
Related Party Transactions
- TLT, Inc.: Mr. Trexler and Thomas W. Trexler each own 50% of TLT, Inc.; sales to TLT-linked communities were $221,620 in FY2024 .
- Share repurchase: Company repurchased 100,000 shares from Mr. Trexler on June 22, 2023 for $2.8 million .
Investment Implications
- Alignment: Extremely high insider ownership (51.49%) creates strong economic alignment and low base salary suggests confidence in equity value; minimal equity grants remove vesting-driven selling pressure .
- Incentive structure: Quarterly bonuses are tied to EBIT, but payouts are discretionary and critical plan specifics (targets, weights) are not disclosed—limits transparency for pay-for-performance rigor .
- Governance risk: Combined CEO/Chairman role with controlling stake concentrates power; independent committees and executive sessions provide checks, but independence concerns persist for investors focused on governance .
- Related-party exposure: Ongoing transactions with TLT entities and a direct repurchase from the CEO are noteworthy; monitor volumes, pricing fairness, and future liquidity events .
- Financial reporting oversight: Recent auditor changes and noted disagreement on audit evidence for inventory capitalization warrant ongoing diligence on accounting controls; current auditor reports no disagreements .
- Succession: At age 85, succession planning and retention of key operating talent are relevant risk considerations for continuity and execution .