Douglas B. Wood
OXFORD INDUSTRIESAbout Douglas B. Wood
Douglas B. Wood, age 60, is Chief Executive Officer of Tommy Bahama (an Oxford Industries operating group) since 2016, after serving as President & COO (2008–2016) and COO (2001–2008) . Education is not disclosed in the proxy. His incentive pay is primarily tied to divisional profit before taxes (PBT) for Tommy Bahama, and his long-term equity is based on multi-year relative total shareholder return (TSR), with 2021 PSUs vesting at 187.36% due to an 86.21% TSR percentile outcome—demonstrating alignment to shareholder value creation . Company performance context: fiscal 2024 net income was $92.973 million, PBT $102.432 million, and cumulative TSR $136.01 (value of an initial $100 since Jan 31, 2020) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tommy Bahama (OXM) | Chief Executive Officer | 2016–present | Leads brand strategy and growth across DTC and hospitality; brand opened three new Tommy Bahama Marlin Bars in fiscal 2024 |
| Tommy Bahama (OXM) | President & Chief Operating Officer | 2008–2016 | Oversaw operations and brand execution during multi-year growth |
| Tommy Bahama (OXM) | Chief Operating Officer | 2001–2008 | Built operational platform for scaling retail, eCommerce, and hospitality |
External Roles
No external directorships or roles for Douglas B. Wood are disclosed in the latest proxy.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 759,423 | 788,308 | 798,923 |
| Target Bonus (% of Base) | 60% (program design; shown for FY24) | 60% (program design; similar framework) | 60% |
| Non-Equity Incentive Paid ($) | 733,906 | 233,142 | — (0% achieved) |
| All Other Compensation ($) | 87,482 | 174,634 | 163,011 |
| Total Compensation ($) | 2,400,896 | 2,328,740 | 2,134,484 |
Notes: FY2024 base salary set at $800,000 for incentive calculations (target cash incentive $480,000), with thresholds at 15% and maximum at 105% of base salary .
Perquisites and benefits (FY2024):
- 401(k) company contribution: $17,273
- Company non-qualified deferred comp contribution: $39,603
- Dividends/dividend equivalents on unvested equity: $105,535
- Executive medical insurance not available to Tommy Bahama executives; thus not applicable to Wood
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (FY2024) | Tommy Bahama PBT | 100% (single metric) | Threshold $108.7m; Target $131.8m; Max $154.9m | Below threshold | 0% | Cash if earned (none for FY2024) |
| PSUs (FY2024 grant) | Relative TSR (3-year vs comparator group) | N/A | 6,000 target RSUs | In-progress (performance period to 4/30/2027) | 0–200% schedule; cap at 100% if absolute TSR negative | Vests 5/28/2027 |
| Service RSUs (FY2024 grant) | Time-based | N/A | 3,000 RSUs | N/A | N/A | Cliff vests 5/28/2027 |
| PSUs (FY2021 grant vested FY2024) | Relative TSR | N/A | 6,500 target RSUs | TSR percentile 86.21% | 187.36% = 12,179 RSUs vested | Vested 5/31/2024 (value at vest $1,348,094) |
Comparator group methodology: payouts range from 0% at <25th percentile to 200% at ≥90th percentile; linear interpolation between nodes; double-trigger acceleration except as noted for PSUs not continued/assumed; pro-rata treatment for qualifying retirement; death/disability accelerations .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/17/2025) | 19,904 shares; <1% of outstanding (14,874,764 shares) |
| Stock ownership guidelines | Executives must hold shares equal to multiples of salary (CEO 4.0x; EVP 2.0x; All Other Executive Officers 1.5x); each NEO has satisfied their guideline |
| Hedging/pledging | Prohibited for directors and executive officers |
| Options outstanding | None; company has not granted options since 2003 |
| Vested shares in FY2024 | 12,179 shares from 2021 PSUs; realized value $1,348,094 at $110.69/share |
| Unvested service RSUs (as of 2/1/2025) | 2,500 (vest 5/30/2025); 2,400 (vest 5/29/2026); 3,000 (vest 5/28/2027) |
| Unearned PSUs (targets outstanding) | 5,500 (FY2022); 5,600 (FY2023); 6,000 (FY2024); total target 17,100; reported market value $1,434,006 at $83.86/share |
| Deferred compensation | Executive contribution $144,713; company contribution $39,603; aggregate earnings $889,963; ending balance $5,980,558 (as of 2/1/2025) |
Insider selling pressure watchlist: service RSU cliff vesting dates and counts—5/30/2025 (2,500), 5/29/2026 (2,400), 5/28/2027 (3,000)—plus PSU outcomes on 5/28/2027 depending on TSR performance .
Employment Terms
- Employment status: At-will; no employment or severance agreements .
- Change-of-control: Double-trigger for acceleration on most awards; PSUs may accelerate if not continued/assumed, with vesting at target if CoC in year 1, or based on actual TSR if later in performance period .
- Illustrative CoC/death/disability value (as of 2/1/2025): 25,000 shares would vest; value $2,096,500 at $83.86/share; retirement scenario not applicable for Wood .
- Clawback: Dodd-Frank compliant recoupment policy adopted in 2023; applies to incentive-based comp on restatement; supersedes 2015 policy for post-10/2/2023 comp .
- Hedging/pledging: Prohibited; insider trading policy in place .
- Tax gross-ups: Not provided (company policy) .
Compensation Committee and Benchmarking
- Independent compensation consultant: Mercer (US) Inc.; committee concluded independence and no conflicts .
- Peer/market data references for 2024 decisions included: Buckle, Carter’s, Children’s Place, Columbia Sportswear, Crocs, Deckers, Destination XL, G-III, Guess, J.Jill, Lands’ End, Steven Madden, Tilly’s, Wolverine World Wide, Zumiez .
Governance, Say-on-Pay, and Related Party Checks
- Say-on-Pay support: ~98% support at 2024 annual meeting; 2025 votes—For: 11,593,502; Against: 164,536; Abstain: 16,005; Broker non-vote: 1,409,363 .
- Related party transactions: None requiring disclosure in fiscal 2024 .
Performance Compensation – Detailed Tables
Annual Cash Incentive (FY2024)
| Measure | Threshold ($000) | Target ($000) | Maximum ($000) | Actual ($000) | Achievement | Payout |
|---|---|---|---|---|---|---|
| Tommy Bahama PBT | 108,700 | 131,800 | 154,900 | Below threshold | 0% of target | $0 |
Long-Term Equity Grants (FY2024, granted 3/20/2024)
| Award Type | Target Shares | Grant-Date Fair Value ($) | Vesting Date | Payout Schedule |
|---|---|---|---|---|
| Performance RSUs (relative TSR) | 6,000 | 840,960 | 5/28/2027 | 0–200% by TSR percentile; capped at 100% if absolute TSR negative |
| Service RSUs (time-based) | 3,000 | 331,590 | 5/28/2027 | Cliff vest |
Outstanding Equity and Vesting Schedule (as of 2/1/2025)
| Category | Shares | Market/Payout Value ($) |
|---|---|---|
| Unvested Service RSUs (2,500 vest 5/30/2025; 2,400 vest 5/29/2026; 3,000 vest 5/28/2027) | 7,900 | 662,494 (at $83.86) |
| Unearned PSUs (FY2022/23/24 targets) | 17,100 | 1,434,006 (at $83.86) |
| FY2021 PSUs vested in FY2024 | 12,179 | 1,348,094 (at $110.69 on 5/31/2024) |
Investment Implications
- Strong pay-for-performance alignment: Cash incentive tied 100% to divisional PBT; no payout in FY2024 given underperformance; long-term equity uses rigorous relative TSR with proven variability (187% payout for 2021 cohort) . This structure reduces risk of discretionary overpayment and tightly links upside to shareholder returns.
- Upcoming supply from time-based vesting and potential PSU settlement: Notable service RSU cliffs in 2025–2027 and PSU settlement in 2027 could create scheduled selling pressure; monitor trading windows and insider activity around these dates .
- Alignment safeguards: Anti-hedging/pledging, ownership guidelines satisfied, no tax gross-ups, Dodd-Frank clawback—lower governance risk and better alignment with long-term holders .
- Retention and incentive balance: Significant deferred compensation balance ($5.98m) and multi-year PSU structure create retention hooks; absence of employment/severance agreements suggests flexibility for the company but places more emphasis on equity outcomes for executive retention .