Carol B. Yancey
OXFORD INDUSTRIESAbout Carol B. Yancey
Independent Class I director of Oxford Industries (OXM), age 61, serving since 2022. Retired EVP and CFO of Genuine Parts Company (GPC) after 30+ years in senior finance and governance roles; earlier spent six years in public accounting. Currently chairs the Audit Committee at BlueLinx Holdings Inc.; brings deep finance, audit oversight, investor relations, and governance expertise to OXM’s board and NC&G Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genuine Parts Company | EVP & CFO; prior roles include Corporate Secretary, SVP Finance, Director of Shareholder Relations, Director of Investor Relations | 30+ years; retired 2022 | Oversaw public company finance and governance; extensive investor-facing leadership |
| Public Accounting | Audit/Accounting roles | 6 years | Foundational audit and financial reporting experience |
External Roles
| Organization | Role | Committee Positions | Notes |
|---|---|---|---|
| BlueLinx Holdings Inc. | Director | Audit Committee Chair | Ongoing public company board service; audit leadership |
Board Governance
- Committee assignments: Member, Finance Committee; Member, Nominating, Compensation & Governance (NC&G) Committee (not a chair) .
- Independence: Board affirmed all nine non‑employee directors (including Yancey) are independent under NYSE standards (March 2025 review) .
- Attendance and engagement: Board held 4 meetings; committees held 7. Each director attended more than 75% of board/committee meetings; all current directors attended the 2024 annual meeting .
- Board structure signals: Supermajority independent board; Lead Independent Director (E. Jenner Wood III); NC&G retains independent compensation consultant; regular executive sessions of non‑employee directors .
Fixed Compensation
Director program and reported FY2024 compensation.
| Component | Amount | Terms | Source |
|---|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly to each non‑employee director | |
| Annual stock retainer (restricted stock) | $125,000 grant date fair value | Typically vests over ~1 year of service | |
| Committee chair fee | $20,000 | For chairs of Audit, Finance, NC&G (Yancey is not a chair at OXM) | |
| Lead director fee | $25,000 | Additional annual cash retainer | |
| Option to take cash retainer in stock | Allowed | One‑time restricted stock grant equal to retainer (2 directors elected in FY2024; not attributed to Yancey) |
| Director (FY2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Carol B. Yancey | 72,513 | 124,987 | 3,291 | 200,791 |
| Notes | — | Restricted shares outstanding as of 2/1/2025: 1,248; vest on 6/24/2025 | Dividends on unvested stock awards | — |
| Citations |
Stock Ownership Guidelines (Directors):
- Requirement: Within four years, hold shares equal to 2.0x aggregate annual cash and stock retainer; each director has either met or is on track .
Performance Compensation
- Structure: For directors, equity is time‑based restricted stock; OXM does not disclose director performance‑vested equity (no options/PSUs for directors) .
- Vesting schedule (Yancey): 1,248 restricted shares held as of 2/1/2025 vest on 6/24/2025 .
| Metric | Design | Terms | Carol Yancey (FY2024) | Citation |
|---|---|---|---|---|
| Director equity grant type | Time‑based RSUs/restricted stock | Annual grant; ~1‑year vest | Grant date fair value $124,987; 1,248 restricted shares outstanding at FYE | |
| Performance linkage | None (directors) | Not performance‑based | N/A |
Note: Performance metrics (PBT, TSR) apply to executive (NEO) incentive programs, not to director pay .
Other Directorships & Interlocks
- Current public boards: BlueLinx Holdings Inc. (Audit Committee Chair) .
- Compensation Committee Interlocks: None; OXM’s NC&G Committee members (including Yancey) had no relationships requiring Item 404 disclosure; no executive served on boards where interlocks would exist .
- Related party transactions: None in fiscal 2024 .
Expertise & Qualifications
- Finance and accounting leadership (retired GPC CFO; 30+ years) .
- Audit oversight and risk management (Audit Chair at BlueLinx; OXM Finance and NC&G committees) .
- Investor relations and governance (prior Corporate Secretary, Shareholder/Investor Relations roles at GPC) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 3,946 shares | Less than 1% of outstanding shares; excludes RSUs; table includes unvested restricted shares where voting applies |
| Unvested restricted shares | 1,248 shares | Held as of 2/1/2025; vest 6/24/2025 |
| Shares outstanding reference | 14,874,764 | As of 4/17/2025 (basis for ownership %) |
| Hedging/Pledging | Prohibited for directors | Corporate governance and insider trading policy |
Governance Assessment
- Strengths: Clear independence; strong finance/audit pedigree; dual committee membership (Finance, NC&G) supports board effectiveness; robust stock ownership/retention guidelines; no related‑party transactions or interlocks; attendance meets thresholds .
- Alignment: Director compensation mix is balanced (cash + time‑vested equity), with optional deferral and ability to take cash retainer in stock; promotes ownership and long‑term alignment .
- Potential conflicts/red flags: None disclosed; no pledging/hedging; no 404‑related transactions; no option repricing; consultant independence (Mercer) affirmed by NC&G .
- Signal for investors: Yancey’s audit leadership and long‑tenured finance background bolster oversight of financial reporting, ERM, and governance; presence on Finance and NC&G suggests meaningful input on capital allocation and executive pay discipline .