Helen Ballard
OXFORD INDUSTRIESAbout Helen Ballard
Helen Ballard (age 70) is an independent Class III director of Oxford Industries, Inc. (OXM), serving since 1998 (tenure 27 years). She founded Ballard Designs, Inc. in 1983 and served as CEO until 2002; since 2015 she has owned Helen Ballard LLC focused on home furnishing product design. Her core credentials center on direct-to-consumer branded retail, product development, and consumer insights; the Board unanimously nominated her for re-election in 2025. The Board affirmatively determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ballard Designs, Inc. | Founder; Chief Executive Officer | 1983–2002 | Built an omnichannel home furnishing retail business (now part of Qurate Retail, Inc.); direct-to-consumer brand-building expertise. |
| Helen Ballard LLC | Owner | 2015–present | Home furnishing products design; continued industry involvement. |
| Cornerstone Brands, Inc. | Director (prior service) | Not disclosed | Conglomerate of home/leisure goods and casual apparel; catalog-focused DTC model; governance exposure. |
External Roles
- No current public company board directorships disclosed.
Board Governance
| Item | Details |
|---|---|
| Board class/status | Class III director; nominated for three-year term expiring 2028. |
| Independence | Determined independent by the Board (March 2025 review). |
| Committees | Member, Nominating, Compensation & Governance (NC&G) Committee; not a chair. |
| Attendance | Each director attended >75% of aggregate Board/committee meetings in fiscal 2024; all current directors attended the 2024 annual meeting. |
| Board meetings | Fiscal 2024: Board held 4 meetings; Board committees held 7 meetings. |
| Retirement bylaw | Non-employee directors ineligible following fiscal year in which they reach age 72 (she is 70). |
| Lead independent director | E. Jenner Wood III serves as Lead (Independent) Director; executive sessions chaired by him. |
Fixed Compensation
- Program guidelines for non-employee directors (effective for period June 25, 2024–June 24, 2025):
- Annual cash retainer: $75,000 (increased from $65,000 in fiscal 2023).
- Annual stock retainer (restricted stock): $125,000 grant date fair value (increased from $115,000 in fiscal 2023).
- Additional annual cash retainers: Lead Director $25,000; Committee Chairs (Audit, Finance, NC&G) $20,000.
- Option to receive cash retainers in restricted stock of equivalent grant date fair value.
| Director (FY2024) | Fees Earned ($) | Stock Awards ($) | Dividends on Unvested Stock ($) | Total ($) |
|---|---|---|---|---|
| Helen Ballard | 72,513 | 124,987 | 3,291 | 200,791 |
- Deferred compensation: Directors may defer up to 100% of cash retainers into an unfunded plan; three directors participated in fiscal 2024 (individual participation not disclosed by name).
Performance Compensation
- Directors do not receive performance-based equity; annual stock retainer is time-vested restricted stock generally aligned to one year of Board service.
- FY2024 outstanding restricted shares held by each non-employee director as of February 1, 2025: 1,248 shares; scheduled to vest June 24, 2025.
| Equity Item | Detail |
|---|---|
| FY2024 director stock retainer | Restricted stock; grant date fair value $125,000; time-vested. |
| Unvested restricted shares (as of 2/1/2025) | 1,248 shares (each current non-employee director); vest 6/24/2025. |
| Options | Company has not granted stock options since 2003; directors receive restricted stock, not options. |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Cornerstone Brands, Inc. | Director | Prior | Historical board service; not current. |
- Compensation committee interlocks: None involving Helen Ballard; no insider participation; no relationships requiring Item 404 disclosure for NC&G members in fiscal 2024.
Expertise & Qualifications
- Founder/CEO experience in consumer branded, direct-to-consumer retail; product development, sourcing, merchandising; finance and accounting literacy; risk oversight; M&A exposure (skills matrix and biography).
- Public company board experience (prior); independence.
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 17,381; less than 1% of outstanding shares. | |
| Shares outstanding (for % calc) | 14,874,764 | April 17, 2025 |
| Unvested restricted shares | 1,248; vest June 24, 2025 | Feb 1, 2025 |
| Director stock ownership guideline | 2.0x aggregate annual cash and stock retainer; each director has met or is on track. | |
| Holding requirement | One-year retention on vested restricted stock for directors not meeting guideline. | |
| Anti-hedging/pledging | Directors prohibited from hedging or pledging OXM stock. |
Governance Assessment
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Strengths
- Independence and long-standing consumer brand-building expertise enhance NC&G committee deliberations (compensation, nominations, governance).
- Engagement: Attendance >75% at Board/committee meetings; participated in a Board with robust independent leadership and executive sessions.
- Alignment: Stock retainer, ownership guideline (2x retainer), retention/anti-hedging/pledging policies support shareholder alignment; beneficial ownership disclosed.
- Conflicts: No related party transactions disclosed in fiscal 2024.
- Compensation governance: NC&G uses independent consultant (Mercer), with independence confirmed; rigorous processes.
-
Watch items / RED FLAGS
- Tenure/entrenchment risk: 27 years on the Board; potential for reduced independence of judgment over time (monitor refreshment and skill mix).
- Retirement horizon: Bylaws restrict non-employee directors after the fiscal year in which they reach age 72; at age 70 she is approaching this threshold (potential upcoming board transition).
- Pay structure inflation: Fiscal 2024 increases in director cash ($65k→$75k) and stock ($115k→$125k) retainers; monitor cash/equity mix and market benchmarking.
-
Investor signals
- 2024 say‑on‑pay support ~98% indicates broad investor approval of compensation framework (context for NC&G oversight quality).
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Summary judgment: Governance quality appears sound—independence, attendance, ownership alignment, and absence of related‑party transactions are positives; tenure and proximity to bylaw retirement age warrant monitoring for board refreshment and succession planning.