E. Jenner Wood III
OXFORD INDUSTRIESAbout E. Jenner Wood III
E. Jenner Wood III is a Class I independent director at Oxford Industries (OXM), serving since 1995, and currently acts as Lead Independent Director; he is 73 with a tenure of 30 years on the board . Wood spent over 40 years at SunTrust Banks, including Corporate EVP (1994–2016) and as Chairman, President & CEO of the Atlanta Division (2014–2015), bringing deep financial services expertise to OXM’s board . The board affirmed in March 2025 that all nine non‑employee directors, including Wood, are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunTrust Banks, Inc. | Corporate Executive Vice President | 1994–2016 | Senior financial oversight; executive management across divisions |
| SunTrust Bank (Atlanta Division) | Chairman, President & CEO | 2014–2015 | Regional leadership; retail and business banking insights |
| SunTrust (Atlanta/Georgia; Georgia/North Florida; Central Group) | Chairman, President & CEO (various divisions) | Not dated | Broad multi-division leadership; financial industry domain expertise |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Genuine Parts Company | Director | Retired April 2024 | Compensation and Human Capital Committee member |
| Southern Company | Director | Retired May 2024 | Chair, Finance Committee; member, Compensation & Talent Development Committee |
Board Governance
- Lead Independent Director: Chairs executive sessions; liaison between independent directors and Chair/CEO and shareholders; regular engagement on operations, risks, and prospects .
- Independence: Board determined all nine non-employee directors are independent (March 2025) .
- Attendance: Board held 4 meetings and board committees 7 meetings in fiscal 2024; each director attended >75% of board and committee meetings; all current directors attended the 2024 annual meeting .
- Mandatory retirement bylaw: Non-employee directors become ineligible for election following the fiscal year in which they reach age 72 (Wood is 73; implication is near-term retirement at term end) .
| Committee | Membership | Chair? | FY2024 Meetings | Actions by Written Consent |
|---|---|---|---|---|
| Executive Committee | Member; Lead (Independent) Director | No | 0 | 0 |
| Nominating, Compensation & Governance (NC&G) | Member | No | 3 | 2 |
| Audit Committee | Not listed | — | 4 | 1 |
| Finance Committee | Not listed | — | 0 | 0 |
Fixed Compensation
- Director Program (applies for the 12-month period commencing with the annual meeting): annual cash retainer $75,000; Lead Director additional cash retainer $25,000; committee chair cash retainers $20,000 (Audit, Finance, NC&G); annual restricted stock retainer with grant-date fair value $125,000; optional election to take cash retainers as restricted stock .
- Fiscal 2024 actuals (reported amounts reflect fiscal year timing, not full program year):
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $97,513 |
| Stock Awards ($) | $124,987 |
| Dividends on Unvested Stock ($) | $3,291 |
| Total ($) | $225,791 |
Notes:
- Two directors elected to receive cash retainers in restricted stock in fiscal 2024; Wood did not elect this option .
- Cash retainers and equity vesting periods align to the annual meeting cycle, not the fiscal year calendar .
Performance Compensation
- Directors receive time-vested restricted stock; no performance metrics tied to director equity grants .
- Unvested restricted shares held by Wood as of Feb 1, 2025: 1,248 shares; vest on June 24, 2025 .
| Award Type | Fiscal Period | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director Annual Retainer) | Fiscal 2024 | 1,248 | $124,987 | June 24, 2025 |
Performance Metrics Used for Director Compensation:
- None disclosed (director equity is time-based restricted stock) .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public company boards | None disclosed as of April 17, 2025 . |
| Prior public company boards | Genuine Parts Company (Comp & HCM Committee); Southern Company (Chair, Finance; Comp & Talent) – retired in 2024 . |
| Compensation committee interlocks | None in fiscal 2024; no officer/employee status; no related relationships under Item 404 . |
Expertise & Qualifications
- Financial services and banking executive with 20+ years in executive management; brings financial oversight and industry insights relevant to OXM’s retail brands .
- Board leadership as Lead Independent Director enhances independent oversight and shareholder engagement .
- Board-wide skills matrix reflects Wood’s finance/accounting, risk oversight, executive leadership, and independence .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 20,666 |
| Ownership as % of shares outstanding | <1% |
| Unvested restricted shares (as of Feb 1, 2025) | 1,248; vest June 24, 2025 |
| Director stock ownership guideline | 2.0x aggregate annual cash and stock retainer, within 4 years; all directors met or are on track |
| Retention/holding period | One year for stock from lapsed restrictions if guideline not met |
| Hedging/pledging | Prohibited for directors and executive officers |
Compensation Committee Analysis
- NC&G Committee composition (FY2024): Chair Virginia A. Hepner; Members Helen Ballard, E. Jenner Wood III, Carol B. Yancey; all independent and meet enhanced NYSE/SEC independence standards .
- Independent compensation consultant: Mercer (US) Inc.; committee evaluated consultant independence and found no conflicts; consultant advised on market data, peer group, program design .
- Pay governance practices: double‑trigger equity vesting for executives; clawback policy compliant with SEC/NYSE; anti‑hedging/anti‑pledging; no excise/gross‑ups; no option repricing without shareholder approval .
Governance Assessment
- Strengths: Long-tenured, independent Lead Director with deep finance background; active role in executive sessions and independent oversight; strong director ownership guidelines; prohibition on hedging/pledging; no related-party transactions in FY2024; no compensation committee interlocks .
- Engagement and accountability: >75% attendance; all directors attended 2024 annual meeting; clear committee assignments and charters; risk oversight (including cybersecurity) through Audit Committee .
- Shareholder signals: Prior say‑on‑pay support ~98% at 2024 annual meeting indicates investor alignment with compensation practices overseen by NC&G Committee .
- Watch items: Bylaw-mandated retirement ineligibility after age 72 suggests Wood is approaching end of board service at current term expiry (Class I term ends in 2026), prompting succession and leadership transition planning for Lead Director responsibilities .