John R. Holder
OXFORD INDUSTRIESAbout John R. Holder
Independent Class II director at Oxford Industries (OXM); age 70; director since 2009 (16 years of service). Chairman of Holder Properties, Inc. (commercial/residential real estate), and former CEO until retirement in April 2023. Current external roles include director of Genuine Parts Company (Compensation & Human Capital Committee) and the Board of SunTrust Bank’s Atlanta Region. Board has affirmatively determined he is independent. Term expires at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Holder Properties, Inc. | Chairman | Since 1989 | Strategic leadership growing a platform that developed/acquired 100+ projects nationwide with total capitalization >$4B; financial and marketing oversight. |
| Holder Properties, Inc. | Chief Executive Officer | 1989–Apr 2023 | Led development/acquisition strategy; retired from CEO role in Apr 2023. |
External Roles
| Organization | Role | Tenure (if disclosed) | Committees / Impact |
|---|---|---|---|
| Genuine Parts Company | Director | Not disclosed | Member, Compensation & Human Capital Committee. |
| SunTrust Bank (Atlanta Region) | Board of Directors | Not disclosed | Regional bank board role (committee membership not disclosed). |
Board Governance
- Current committee assignments: Chair, Finance Committee (capital structure and capital allocation oversight). Not a member of the Audit Committee or NC&G Committee.
- Independence: Board determined all nine non‑employee directors, including Holder, are independent under NYSE standards.
- Attendance: In fiscal 2024, each director attended >75% of aggregate board and committee meetings; the board held 4 meetings, committees held 7; all current directors attended the 2024 annual meeting.
- Board structure: Lead (independent) director is E. Jenner Wood III; non‑employee directors meet in executive session periodically.
- Director retirement policy: Non‑employee directors become ineligible for election after the fiscal year in which they reach age 72. Holder is age 70.
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 5,101 | 199,899 | 4,529 | 209,529 | Elected to take annual $75,000 cash retainer in restricted stock (748 shares); received $5,000 cash in Dec 2024 upon appointment as Finance Committee Chair (1 quarterly installment of $20,000 annual chair retainer). “All Other” represents dividends on unvested stock awards. |
Director compensation program (applies to non‑employee directors; 12‑month period starting 2024 annual meeting):
- Annual cash retainer: $75,000; may elect to receive as restricted stock of equal grant-date value.
- Annual stock retainer: $125,000 in restricted stock (~1‑year vesting).
- Additional retainers: Lead Director +$25,000; Committee Chairs (Audit, Finance, NC&G) +$20,000.
- Deferred compensation: Eligible to defer up to 100% of cash retainers (three directors participated in 2024; not individually named).
Performance Compensation
- Non-employee director pay does not include performance-based metrics; equity is in the form of time‑vested restricted stock (generally ~1‑year vesting). No options are granted to directors under this program.
Other Directorships & Interlocks
| Company | Type | Role / Committee | Interlock / Network Note |
|---|---|---|---|
| Genuine Parts Company | Public | Director; Compensation & Human Capital Committee | E. Jenner Wood III (OXM Lead Director) served on Genuine Parts’ board until April 2024, indicating a recent network tie between OXM and GPC boards. |
| SunTrust Bank (Atlanta Region) | Financial institution | Regional Board | No related‑party transactions disclosed by OXM in fiscal 2024. |
Expertise & Qualifications
- Strategic leadership in large‑scale real estate development; extensive financial and marketing oversight experience.
- Business acumen and financial literacy cited as beneficial to the Board and Finance Committee.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 36,881 |
| Ownership as % of shares outstanding | <1% (aggregate shares outstanding 14,874,764) |
| Restricted (unvested) shares held (as of Feb 1, 2025) | 1,435; vest June 24, 2025 |
| Director ownership guidelines | 2.0x aggregate annual cash + stock retainer within 4 years; one‑year post‑vest holding for those not yet at guideline. |
| Compliance status | Board states each director has either met or is on track to meet the guideline within required timeframe. |
| Hedging/pledging | Directors prohibited from hedging or pledging company stock. |
Governance Assessment
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Strengths
- Independence affirmed; no related‑party transactions requiring disclosure in fiscal 2024.
- High engagement: >75% attendance; all current directors attended 2024 annual meeting.
- Alignment: Elected to take cash retainer in stock; robust director ownership guidelines with retention requirements; anti‑hedging/anti‑pledging policy.
- Finance Committee leadership aligns with Holder’s financial/real estate background; committee mandate centers on capital structure and allocation.
-
Watch items / considerations
- Retirement policy: At age 70, subject to mandatory retirement after fiscal year in which he turns 72—implies near‑term board refresh/succession planning considerations.
- External roles: Continues service on Genuine Parts’ board; another OXM director served there until April 2024—monitor for potential perceived interlocks; no conflicts disclosed by OXM.
-
Compensation context for directors
- Structure is simple and shareholder‑friendly: fixed retainers and time‑vested equity; optional equity in lieu of cash increases alignment; no meeting fees disclosed.
-
Overall
- Governance profile supports investor confidence: independence, attendance, alignment through equity, and absence of related‑party transactions. Holder’s Finance Committee chair role and background are well‑matched to OXM’s capital allocation oversight needs.