Stephen S. Lanier
OXFORD INDUSTRIESAbout Stephen S. Lanier
Stephen S. Lanier (age 47) has served on Oxford Industries’ Board since 2018 and is currently a Class II director with a term expiring in 2027. He is Managing Partner of Fremantle Capital, LLC (co‑founded in 2017), with prior leadership roles at Southern Company, earlier service at the Central Intelligence Agency, and an initial career as a securities analyst at Merrill Lynch . He is an independent director under NYSE standards per the Board’s March 2025 determination . He serves on the Audit Committee and Finance Committee (not a chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company | Leadership roles in operations, compliance, governmental affairs, office of general counsel | ~7 years prior to co-founding Fremantle Capital in 2017 | Regulatory, compliance, and large‑cap operational exposure |
| Central Intelligence Agency | Service during George W. Bush and Barack Obama administrations | Prior to Southern Company | Government, national security, and regulatory insight |
| Merrill Lynch | Securities analyst | Early career | Financial analysis and markets grounding |
External Roles
| Organization | Type | Role | Public Co.? | Notes |
|---|---|---|---|---|
| Fremantle Capital, LLC | Private investment firm | Managing Partner (co‑founder) | No | Focus on lower middle market acquisitions/investments; founded 2017 |
| Stonecreek Dental Care | Healthcare services | Director | No (not disclosed as public) | Current board service noted in prior proxies |
Board Governance
- Independence: Board affirmed all nine non‑employee directors (including Lanier) are independent (March 2025 review) .
- Committee assignments (as of April 17, 2025): Audit Committee (member); Finance Committee (member); not on Executive or NC&G Committees .
- Attendance: In FY2024, the Board held 4 meetings; Board committees held 7 meetings; each director attended >75% of aggregate Board and committee meetings; all current directors attended the 2024 annual meeting .
- Board leadership: E. Jenner Wood III serves as Lead (Independent) Director .
- Audit Committee focus includes integrity of financials/controls, auditor independence, and risk oversight (including cybersecurity); Audit Committee report signed by Lanier with other members .
Committee Assignments and FY2024 Activity
| Committee | Role | Chair? | FY2024 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee | Member | No | 4 | Audit Committee Report signed by Lanier |
| Finance Committee | Member | No | 0 | Committee created late 2024; first meeting March 2025 |
Fixed Compensation
- Program (FY2024 cycle): $125,000 annual stock retainer (restricted stock, ~1‑year vest); $75,000 annual cash retainer; additional $25,000 for Lead Director and $20,000 for each of the Audit, Finance, and NC&G Committee Chairs; option to take cash in stock; directors may defer cash retainers under a non‑qualified plan .
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging company stock under Corporate Governance Guidelines and the insider trading policy .
FY2024 Non‑Employee Director Compensation (Lanier)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 72,513 | Paid quarterly; program retainer $75,000; some directors elected stock in lieu of cash (Lanier not disclosed as electing) |
| Stock Awards (Grant‑Date Fair Value) | 124,987 | Time‑based restricted stock; as of Feb 1, 2025, Lanier held 1,248 restricted shares (standard for directors other than certain exceptions) |
| All Other Compensation | 3,291 | Dividends on unvested stock awards |
| Total | 200,791 | Sum of the above |
Vesting
- Restricted shares held by each current non‑employee director as of February 1, 2025 vest on June 24, 2025 (Lanier held 1,248 restricted shares as of that date) .
Performance Compensation
- Structure: Oxford does not use performance‑conditioned equity for director pay; annual director equity is time‑based restricted stock with ~one‑year vesting .
| Instrument | Performance Metrics Applied | Vesting | Notes |
|---|---|---|---|
| Restricted Stock (Directors) | None (time‑based) | One‑year period; e.g., vest June 24, 2025 for FY2024 grant cycle holdings | Dividends paid on unvested restricted shares are reported as “All Other Compensation” |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Lanier; Stonecreek Dental Care is referenced (not disclosed as public) .
- Compensation Committee interlocks: Proxy discloses none for FY2024 (and Lanier is not on NC&G) .
Expertise & Qualifications
- The Board highlights Lanier’s strong financial background, extensive middle‑market M&A experience, international work, and insight into global markets and regulatory environments; these provide valuable perspectives to the Board .
- He serves on the Audit Committee; the Board designated two other members (Love and McGuirt) as audit committee financial experts; all Audit members, including Lanier, are financially literate and independent per NYSE/SEC standards .
Equity Ownership
- Stock ownership guidelines (directors): Within four years, each non‑employee director is expected to hold shares equal to 2.0x aggregate annual cash and stock retainer; each director has met or is on track; a one‑year post‑vest holding guideline applies until guideline is met .
- Anti‑hedging/anti‑pledging: Directors and executives are prohibited from hedging or pledging company stock .
Beneficial Ownership (as of April 17, 2025)
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Stephen S. Lanier (total) | 478,141 | 3.2% | Calculated on 14,874,764 shares outstanding |
| — Held individually | 74,530 | — | Direct ownership |
| — Trust (primary beneficiary) | 10,048 | — | Trust for Lanier |
| — Custodial (children) | 36,294 | — | Custodial accounts |
| — Spouse | 860 | — | Spousal holdings |
| — Charitable foundation (voting authority) | 356,409 | — | Lanier disclaims beneficial ownership of foundation shares |
Attendance & Engagement (FY2024)
| Metric | Value |
|---|---|
| Board meetings held | 4 |
| Committee meetings held (total) | 7 |
| Director attendance | Each director >75% of aggregate Board+committee meetings |
| 2024 annual meeting attendance | All current directors attended |
Governance Assessment
- Strengths: Independent director; active Audit and Finance committee membership; >75% attendance; strong personal ownership (3.2% of shares outstanding), with broad alignment policies (ownership guidelines, holding periods, and anti‑hedging/pledging) .
- Compensation structure: Director pay uses time‑based restricted stock plus cash retainers; no performance‑conditioned equity for directors—simple and shareholder‑aligned; dividends on unvested shares are modest and disclosed .
- Conflicts/related parties: No related‑party transactions requiring disclosure in FY2024; Compensation Committee interlocks not present; Audit Committee independence affirmed .
- Watch item (not a red flag): Lanier has voting authority over a large block held by a charitable foundation but disclaims beneficial ownership; investors may seek clarity on ongoing governance of those shares for perception of influence; pledging is prohibited by policy .
RED FLAGS: None identified in FY2024 for related‑party transactions, hedging/pledging, or attendance. Audit committee financial expert designation resides with other members (Love, McGuirt), not Lanier, though all Audit members are financially literate and independent .