Milford W. McGuirt
OXFORD INDUSTRIESAbout Milford W. McGuirt
Independent Class III director of Oxford Industries (since 2020), age 68, with 40+ years in public accounting, including Managing Partner of KPMG’s Atlanta office and Mid‑South Region (retired 2019) and prior audit manager at Coopers & Lybrand . Designated by the Board as an Audit Committee Financial Expert (March 2025) and serves on OXM’s Audit Committee; Board affirms his independence under NYSE standards . Board tenure is 5 years per the director matrix, and he is nominated for re‑election at the 2025 annual meeting for a term expiring in 2028 .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| KPMG | Managing Partner, Atlanta office and Mid‑South Region; Senior Partner; National Audit Sector Leader; National Industry Leader – Higher Education | Retired 2019; 33‑year career | Provided financial expertise and leadership across audit sector and higher education practices . |
| Coopers & Lybrand | Audit Manager | Not disclosed | Early audit management experience prior to KPMG . |
External Roles
| Organization | Type | Role | Tenure | Committees |
|---|---|---|---|---|
| Science Applications International Corp. (SAIC) | Public | Director | Since July 2021 | Chair, Audit Committee; Member, Nominating & Corporate Governance Committee . |
| Chick‑fil‑A, Inc. | Private | Director | Not disclosed | Not disclosed . |
| HD Supply Holdings, Inc. and HD Supply, Inc. | Public (acquired Dec 2020) | Director | Jun 2020 – Dec 2020 | Audit Committee; Nominating & Corporate Governance Committee . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmatively determined all nine non‑employee directors, including McGuirt, are independent (Mar 2025) . |
| Committees (OXM) | Audit Committee member; not a chair as of Apr 17, 2025 . |
| Audit Committee Financial Expert | Yes (Board designated Love and McGuirt as ACFEs in Mar 2025) . |
| Attendance (FY2024) | Each director attended >75% of aggregate Board and committee meetings; all current directors attended 2024 annual meeting . |
| Class/Term | Class III; nominee for re‑election at 2025 annual meeting for term expiring in 2028 . |
| Retirement Bylaw | Non‑employee directors become ineligible for election/appointment following the fiscal year in which they reach age 72 . |
| Executive Sessions | Non‑employee directors met in executive session; chaired by Lead Independent Director E. Jenner Wood III . |
| Board Workload (FY2024) | Board held 4 meetings; committees held 7 meetings (Audit 4, NC&G 3); Finance Committee established Dec 2024, first met Mar 2025 . |
| Anti‑Hedging/Pledging | Directors and officers prohibited from hedging or pledging company stock . |
| Ownership Guidelines (Directors) | 2.0x aggregate annual cash + stock retainer within 4 years; each director has met or is on track . |
Fixed Compensation
Director program structure (applies to the 12‑month period beginning with the June 25, 2024 annual meeting):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $75,000 | Increased from $65,000 in fiscal 2023; payable quarterly; optional to receive in restricted stock . |
| Annual stock retainer (restricted stock) | $125,000 grant date fair value | Increased from $115,000 in fiscal 2023; typically vests over ~1 year . |
| Lead Independent Director retainer | $25,000 (cash) | Payable quarterly . |
| Committee Chair retainer (Audit, Finance, NC&G) | $20,000 (cash) | Payable quarterly . |
| Deferred Compensation Plan | Up to 100% of cash retainers deferrable; plan is unfunded/unsecured; 3 directors participated in fiscal 2024 . |
McGuirt – Director compensation (Fiscal 2024 reporting):
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 72,513 |
| Stock Awards (grant date fair value) | 124,987 |
| All Other Compensation (dividends on unvested stock) | 3,291 |
| Total | 200,791 |
Performance Compensation
Director equity is delivered as time‑based restricted stock (no performance metrics specified for director awards).
| Award Detail | Value/Units | Vesting/Notes |
|---|---|---|
| Restricted shares outstanding (as of Feb 1, 2025) | 1,248 shares (for each current non‑employee director other than named exceptions) | Vest on June 24, 2025 . |
| Fiscal 2024 stock award (grant date fair value) | $124,987 | Annual director stock retainer; restricted stock; time‑based vesting . |
| Dividends on unvested stock (FY2024) | $3,291 | Paid in cash; not included in grant date fair value . |
- No stock options are referenced in the director compensation program; equity component is restricted stock .
Other Directorships & Interlocks
| Company | Relationship to OXM | Potential Interlock/Conflict |
|---|---|---|
| SAIC (public) | Unrelated sector (government services) | None disclosed; enhances audit/risk oversight credentials . |
| Chick‑fil‑A (private) | Unrelated sector (restaurants) | None disclosed . |
| HD Supply (public; acquired 2020) | Historical role ended on acquisition | None disclosed . |
- Related‑party transactions: None requiring disclosure in fiscal 2024 .
Expertise & Qualifications
- 40+ years audit and financial reporting leadership; recognized as one of Atlanta’s Most Admired CEOs (2017) while leading KPMG’s Atlanta/Mid‑South region .
- Audit Committee Financial Expert; deep ERM/cyber/risk oversight exposure through OXM Audit Committee remit .
- Public company governance experience (SAIC Audit Chair; N&CG member) .
Equity Ownership
| Date | Beneficially Owned Shares | Percent of Class | Notes |
|---|---|---|---|
| April 19, 2024 | 4,932 | * (<1%) | From 2024 proxy management ownership table . |
| April 17, 2025 | 7,180 | * (<1%) | Based on 14,874,764 shares outstanding; <1% indicated in proxy . |
| Feb 1, 2025 (unvested) | 1,248 restricted shares | n/a | Unvested restricted shares vest June 24, 2025 . |
- Anti‑hedging/pledging: Prohibited for directors and officers under Corporate Governance Guidelines and Insider Trading Policy .
- Director ownership guideline: 2.0x combined annual cash + stock retainer within 4 years; all directors have met or are on track .
Governance Assessment
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Strengths
- Audit oversight: Board‑designated Audit Committee Financial Expert; signs Audit Committee report recommending inclusion of audited financials; committee oversees ERM, cyber, supply chain risk; auditor independence reviewed quarterly .
- Independence and attendance: Board affirmed independence; attendance exceeded 75% threshold; active executive sessions led by the Lead Independent Director .
- Alignment: Equity retainer in restricted stock; ownership guidelines with holding periods; anti‑hedging/pledging; optional conversion of cash retainer to stock further aligns interests .
- No conflicts: No related‑party transactions disclosed for fiscal 2024 .
- Shareholder support signal: Say‑on‑pay historically received very high support (~99% in 2022; ~98% in 2023), indicating broad investor confidence in governance/compensation practices .
-
Watch items
- Director pay inflation: Retainers increased in fiscal 2024 versus 2023 (cash +$10k, stock +$10k); not a red flag, but monitor overall board cost escalation .
- Succession/tenure: Retirement bylaw ineligibility at age 72 for non‑employee directors could compress future board succession planning; monitor continuity as he advances toward bylaw threshold .
- External commitments: Chairs SAIC’s Audit Committee; OXM limits directors to no more than four public boards—he remains within policy, but audit chair duties are time‑intensive; continue to monitor bandwidth .
-
RED FLAGS
- None identified in disclosures: no related‑party transactions, no hedging/pledging, independence affirmed, attendance adequate .