Dennis M. Love
OXFORD INDUSTRIESAbout Dennis M. Love
Dennis M. Love (age 69) has served on Oxford Industries’ Board since 2008 (Class I; current term ends at the 2026 annual meeting). He is Oxford’s Audit Committee Chair, has been designated an “audit committee financial expert,” and is an independent director under NYSE and SEC rules. Love is the retired Chairman (2005–2017) and former CEO (1987–2016) of Printpack Inc., bringing ~30 years of CEO experience and M&A execution expertise; he previously served on AGL Resources’ board until its 2016 merger with Southern Company. Tenure on Oxford’s board is 17 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Printpack Inc. | Chairman | 2005–2017 | Led governance and oversight at a global packaging manufacturer |
| Printpack Inc. | Chief Executive Officer | 1987–2016 | ~30 years as CEO; stewarded domestic and international M&A, offering insights into operations and strategic decision-making |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AGL Resources, Inc. | Director | 1999–2016 | Board service ended upon AGL’s merger with Southern Company in 2016 |
Board Governance
- Committees (as of April 17, 2025): Executive Committee (member), Audit Committee (Chair); not on Finance or Nominating, Compensation & Governance (NC&G). Audit Committee held 4 meetings in fiscal 2024; Board held 4 total meetings; all directors attended >75% of their Board/committee meetings and all attended the 2024 annual meeting.
- Financial expertise: Board determined in March 2025 that Love is an “audit committee financial expert”; Audit Committee members are independent and financially literate under NYSE/SEC standards.
- Independence: Board affirmed all nine non-employee directors, including Love, are independent (March 2025).
- Class/Term: Class I director; Class I terms expire at the 2026 annual meeting.
Fixed Compensation
| Component (FY 2024 program) | Amount | Notes |
|---|---|---|
| Annual stock retainer (restricted stock) | $125,000 | One-year vest; increased from $115,000 in FY 2023 |
| Annual cash retainer | $75,000 | Payable quarterly; increased from $65,000 in FY 2023 |
| Additional cash retainer – Committee Chair (Audit/Finance/NC&G) | $20,000 | Payable quarterly |
| Additional cash retainer – Lead Independent Director | $25,000 | Payable quarterly |
| Optional election to receive cash retainers in restricted stock | Allowed | Some directors elected this in FY 2024 |
| Director Compensation – Fiscal 2024 | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Dennis M. Love | $71 | $219,929 | $4,864 | $224,864 |
- Election into equity: In June 2024, Love elected to receive his FY 2024 $95,000 cash retainer (comprised of the $75,000 director retainer plus $20,000 Audit Chair retainer) in restricted stock; he was granted 948 restricted shares.
Performance Compensation
| Equity Vehicle | Grant/Status | Vesting | Detail |
|---|---|---|---|
| Restricted stock (annual director grant) | Held 1,485 restricted shares as of Feb 1, 2025 | Vests June 24, 2025 | Directors’ FY 2024 restricted shares vest after ~1 year of service |
| Holding requirement | Retention guideline | 1-year hold on stock acquired upon lapse of restrictions for directors not yet meeting ownership guideline | Reinforces longer-term alignment |
Director equity is time-vested restricted stock (no performance metrics); performance metrics (PBT, TSR) apply to executives, not directors.
Other Directorships & Interlocks
| Company | Current/Former | Role | Committee Roles (if disclosed) |
|---|---|---|---|
| AGL Resources, Inc. | Former | Director (1999–2016) | Not specified (company merged with Southern Company in 2016) |
- Related-party/Interlocks: Company disclosed no related party transactions requiring Item 404(a) disclosure for fiscal 2024.
Expertise & Qualifications
- Audit/financial: Audit Committee Chair; designated “audit committee financial expert” by the Board (March 2025).
- Strategic/M&A: Long-tenured CEO at Printpack; led domestic/international acquisitions; adds operational and strategic insights.
- Independence and bandwidth: Identified as independent in the director skill matrix; tenure 17 years; age 69.
Equity Ownership
| As of April 17, 2025 | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dennis M. Love | 16,542 | <1% | Beneficial ownership includes unvested restricted shares with voting rights |
| Restricted shares held (as of Feb 1, 2025) | 1,485 | — | These restricted shares vest on June 24, 2025 |
| Stock ownership guideline | 2.0x aggregate annual cash and stock retainer in 4 years | — | Company states each director has met or is on track |
| Hedging/pledging | Prohibited for directors | — | Anti-hedging/anti-pledging per Corporate Governance Guidelines/Insider Trading Policy |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-06-30 | Award (A) | 6,086 | $0.00 | 22,628 | |
| 2024-06-28 | Award (A) | 2,196 | $0.00 | 16,542 | |
| 2024-01-02 | Sale (S) | 648 | $99.011 | 14,346 | |
| 2023-12-27 | Gift (G) | 1,000 | $0.00 | 14,994 | |
| 2023-07-12 | Sale (S) | 929 | $104.579 | 15,994 | |
| 2023-07-03 | Sale (S) | 1,000 | $103.4054 | 16,923 | |
| 2023-06-30 | Award (A) | 2,031 | $0.00 | 17,923 | |
| 2023-04-21 | Sale (S) | 1,000 | $105.93 | 15,892 |
Note: Type codes follow SEC conventions (A=Award/Grant; S=Sale; G=Gift). Data reflects Form 4 filings. Anti-hedging/pledging policies apply to directors.
Governance Assessment
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Strengths for investor confidence
- Independent director; Audit Committee Chair and SEC-defined “financial expert”; committee composed entirely of independent, financially literate directors.
- Engagement: Met >75% attendance threshold; Board/committees active (Board 4 meetings; Audit Committee 4).
- Alignment: Elected to receive cash retainers in stock (equity-heavy mix); subject to one-year post-vest holding if not yet meeting ownership guideline; ownership guideline is 2x total retainer within 4 years.
- No related-party transactions disclosed for fiscal 2024; anti-hedging and anti-pledging policies in place.
- Audit leadership: Signed Audit Committee report recommending inclusion of audited financials; oversight includes risk/cybersecurity.
-
Watch items / potential investor questions
- Tenure: 17-year tenure may prompt routine questions about long-tenured independence; however, Board annually affirms independence, and the company maintains a lead independent director structure.
- Recent insider activity includes modest open-market sales in 2023–2024; also regular equity awards consistent with director program. Evaluate in context of overall holdings and policy constraints.
-
Contextual shareholder signal
- 2025 say‑on‑pay approved (For: 11,593,502; Against: 164,536; Abstain: 16,005; Broker non‑vote: 1,409,363), indicating broad support for compensation governance.