Thomas C. Chubb III
OXFORD INDUSTRIESAbout Thomas C. Chubb III
Thomas C. Chubb III is Chairman, Chief Executive Officer and President of Oxford Industries (OXM). He has served as CEO and President since 2013, was elected Chairman in 2015, previously served as President from 2009, Executive Vice President from 2004–2009, and Vice President, General Counsel and Secretary from 1999–2004; he has been a director since 2012 and is age 61 . Company performance under his tenure shows Fiscal 2024 net sales of $1.517B, operating income of $119.0M, and net earnings of $92.973M; diluted EPS rose 54% year over year to $5.87 in FY2024 as impairment charges in FY2023 did not recur . Pay-versus-performance disclosures show cumulative TSR translating a $100 initial investment to $136.01 by FY2024, with FY2024 profit before taxes (PBT) of $102,432K and net income of $92,973K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oxford Industries | Chairman | 2015–present | Executive chair paired with strong Lead Independent Director; oversight of strategy for lifestyle brand portfolio . |
| Oxford Industries | Chief Executive Officer and President | 2013–present | Led transformation to portfolio of lifestyle brands; CODM for segment resource allocation . |
| Oxford Industries | President | 2009–2013 | Senior operating leadership driving brand-focused strategy . |
| Oxford Industries | Executive Vice President | 2004–2009 | Corporate leadership through strategic shift away from private-label manufacturing . |
| Oxford Industries | VP, General Counsel & Secretary | 1999–2004 | Legal and regulatory oversight; informed governance and risk processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flowers Foods, Inc. | Director; Presiding Director; Member, Compensation & Human Capital Committee; Chair, Nominating/Corporate Governance Committee | Current | Governance and compensation oversight; presiding director responsibilities at a public company board . |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 896,923 | 934,615 | 900,000 |
| Stock Awards ($) (Grant-Date Fair Value) | 2,544,375 | 4,247,460 | 4,048,660 |
| Non-Equity Incentive ($) | 1,575,000 | — | — |
| All Other Compensation ($) | 196,055 | 460,450 | 366,513 |
| Total ($) | 5,212,353 | 5,642,525 | 5,315,173 |
Notes:
- In March 2024, the compensation committee kept Mr. Chubb’s base salary flat at $900,000 but increased his short‑term incentive opportunity in lieu of a salary increase, further aligning pay with performance .
- Non‑qualified deferred compensation activity for FY2024: executive contributions $23,415, registrant contributions $41,137, aggregate earnings $61,015, aggregate year-end balance $1,205,282 .
Performance Compensation
Short-Term/Annual Cash Incentive (FY2024)
| Item | Value |
|---|---|
| Performance Metric | Profit Before Taxes (PBT), Total Company |
| Threshold / Target / Max (% of Base Salary) | 30% / 120% / 210% |
| FY2024 Base Salary ($) | 900,000 |
| Target Cash Incentive ($) | 1,080,000 |
| PBT Targets ($000s) | Threshold: 144,600; Target: 175,300; Max: 206,000 |
| Actual FY2024 PBT Performance | Below Threshold; Achievement 0% |
| Payout Earned | None (0%) |
Long-Term Equity Incentive (Relative TSR-based RSUs) – Design and Grants
- Design: 3-year performance period ending April 30, 2027; payout 0–200% of target based on OXM TSR percentile vs comparator group; payout capped at 100% if absolute TSR is negative; vest May 28, 2027 after certification .
- Comparator groups and market benchmarking supported by Mercer; peer companies reviewed include Buckle, Carter’s, Children’s Place, Columbia Sportswear, Crocs, Deckers, Destination XL, G‑III, Guess?, J.Jill, Lands’ End, Steve Madden, Tilly’s, Wolverine, Zumiez .
| Award Type | FY2022 Target RSUs | FY2023 Target RSUs | FY2024 Target RSUs | Vesting |
|---|---|---|---|---|
| Performance-Based RSUs (Relative TSR) | 16,500 | 21,000 | 21,000 | May 28, 2027 for FY2024 award; earlier cycles per program (FY2022 ending May 2, 2025; FY2023 ending May 1, 2026) . |
| Service-Based RSUs | — | — | 10,000 (FY2024 grant) | Cliff vest May 28, 2027 (approximately 3-year vest) . |
Outstanding/unvested at FY2024 year-end:
| Category | Units | Market/Payout Value ($) |
|---|---|---|
| Service-Based RSUs (Unvested) | 27,500 | 2,306,150 (at $83.86) |
| Performance-Based RSUs (Unearned at target assumption) | 58,500 | 4,905,810 (at $83.86) |
Stock vested in FY2024:
| Shares Vested | Value Realized ($) |
|---|---|
| 33,382 | 3,695,054 (at $110.69 on May 31, 2024) |
Relative TSR payout schedule:
| TSR Percentile | % of Target RSUs Earned |
|---|---|
| <25% | 0% |
| 25% | 25% |
| 50% | 100% |
| 75% | 150% |
| ≥90% | 200% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 140,778 shares; <1% of class |
| Ownership Breakdown | 41,484 individual; 46,644 in trusts for children; 18,000 in spouse’s trust; 34,650 in grantor retained annuity trusts where he is trustee |
| Shares Outstanding Basis | 14,874,764 shares outstanding as of April 17, 2025 |
| Stock Ownership Guidelines (Execs) | CEO 4.0x base salary; all NEOs satisfied guidelines |
| Retention/Holding Requirements | 1-year holding period for stock acquired upon RSU vest/option exercise if not meeting/maintaining guideline |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Options | None outstanding; company has not granted options since 2003 |
| Upcoming Service RSU Vest Dates | 8,500 on May 30, 2025; 9,000 on May 29, 2026; 10,000 on May 28, 2027 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreements | None; all NEOs are at-will; no severance agreements . |
| Clawback | Incentive-Based Compensation Recoupment Policy adopted 2023 compliant with SEC/NYSE; recovery of excess incentive-based comp upon material restatement; supersedes 2015 policy for awards paid on/after Oct 2, 2023 . |
| Change-of-Control Vesting | “Double trigger” acceleration (CoC + qualifying termination); performance RSUs accelerate if not continued/assumed, based on target or actual TSR through CoC date as specified . |
| Death/Disability | Accelerated vesting: service RSUs at granted units; performance RSUs at target . |
| Qualifying Retirement | Age 62 + 5 years service; prorated vesting; Grassmyer meets criteria; Chubb not listed as meeting criteria . |
Potential payments if event occurred on Feb 1, 2025:
| Scenario | Equity Awards That Would Vest (#) | Value Realized ($) |
|---|---|---|
| Change-of-Control Termination | 86,000 | 7,211,960 (at $83.86) |
| Death or Disability | 86,000 | 7,211,960 (at $83.86) |
| Retirement | — | — |
Board Governance
- Independence: Chubb is not independent (management director); Board determined all nine non‑employee directors are independent .
- Board leadership: CEO also serves as Chairman; Board maintains strong Lead Independent Director (E. Jenner Wood III) who chairs executive sessions, liaises with shareholders and independent directors; committees (Audit, Finance, NC&G) composed solely of independent directors .
- Director compensation: Employee director (Chubb) is not compensated for board service .
Director Compensation (context for dual role)
- Non‑employee director program: annual stock retainer $125,000 (restricted stock), cash retainer $75,000; lead director +$25,000; committee chairs +$20,000; some directors elected stock in lieu of cash .
- FY2024 non‑employee director compensation table provided; Chubb excluded as employee director .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Net Sales ($000s) | 1,411,528 | 1,571,475 | 1,516,601 |
| Operating Income ($000s) | 218,774 | 80,982 | 119,036 |
| Net Earnings ($000s) | 165,735 | 60,703 | 92,973 |
| Diluted EPS ($) | 10.19 | 3.82 | 5.87 |
Pay vs performance (company-selected measures and TSR):
| Measure | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| Value of $100 Investment – OXM TSR ($) | 96.01 | 121.22 | 179.78 | 151.44 | 136.01 |
| Peer Group TSR ($) | 97.80 | 96.33 | 70.25 | 57.39 | 62.76 |
| Net Income ($000s) | (95,692) | 131,321 | 165,735 | 60,703 | 92,973 |
| PBT ($000s) | (83,611) | 150,568 | 195,961 | 173,207 | 102,432 |
Segment highlights (FY2024 vs FY2023):
- Tommy Bahama net sales $869.6M vs $898.8M; operating income $117.3M vs $160.5M; margin pressure and higher SG&A for store expansion .
- Lilly Pulitzer net sales $323.9M vs $343.5M; operating income $39.1M vs $56.1M; lower gross margin and sales .
- Johnny Was net sales $195.0M vs $202.9M; operating loss $(8.8)M vs $(104.8)M; improvement driven by no impairment in FY2024 .
Compensation Committee Analysis
- Independent compensation committee advised by independent consultant Mercer; uses market surveys and peer public data; decisions emphasize increased at‑risk pay for CEO and rigorous performance requirements .
- Practices: double‑trigger CoC vesting; meaningful ownership guidelines; no tax gross‑ups; no repricing or cash buyouts of options; clawback policy; anti‑hedging/pledging; annual say‑on‑pay .
- Peer group reviewed (see External Roles section for companies list) .
Say-On-Pay & Shareholder Feedback
- 2025 Annual Meeting: Say‑on‑pay approved; For 11,593,502; Against 164,536; Abstain 16,005; Broker Non‑Vote 1,409,363 .
- 2024 Say‑on‑pay support: approximately 98% of votes cast supported NEO compensation program .
Equity Vesting Schedules and Insider Selling Pressure
- Upcoming service RSU vest dates and quantities: 8,500 (May 30, 2025), 9,000 (May 29, 2026), 10,000 (May 28, 2027) .
- FY2024 vesting event: 33,382 shares vested on May 31, 2024; value realized $3,695,054; vesting dates can be catalysts for potential selling activity subject to holding requirements and personal liquidity needs .
Employment Terms and Change-of-Control Economics
- No employment/severance agreements; at-will status implies retention relies on equity incentives and market compensation .
- CoC: Double trigger for acceleration; performance RSUs accelerate at target or measured TSR if awards are not continued/assumed; services and performance awards accelerate on death/disability; prorated retirement vesting if criteria met .
- Quantified CoC/death/disability scenarios for Chubb: 86,000 RSUs; $7,211,960 value at $83.86 per share as of Jan 31, 2025 .
Risk Indicators & Red Flags
- Alignment positives: strong anti‑hedging/pledging policy; meaningful ownership guidelines met; clawback policy adopted in 2023; double‑trigger CoC vesting; no tax gross‑ups; no option repricing .
- Performance discipline: No FY2024 cash bonus paid as PBT fell below threshold, indicating rigorous annual targets .
- Governance mitigants to CEO+Chairman: supermajority independent board, strong Lead Independent Director, independent committees .
Board Service History and Committee Roles (Dual-Role Implications)
- OXM Board service: Director since 2012; Chairman since 2015; CEO+Chairman dual role; Board does not mandate separation and determined current structure is balanced by strong lead director and independent committees .
- Independence: Not independent due to management role; nine non‑employee directors are independent .
- External board: Flowers Foods – Presiding Director; Chair of Nominating/Corporate Governance; member of Compensation & Human Capital Committee, adding cross-board governance experience; monitor for potential time commitments and interlocks (none disclosed as conflicts) .
Investment Implications
- Pay-for-performance linkage appears robust: no annual bonus when PBT missed threshold, majority of equity is performance-based relative TSR with caps when absolute TSR is negative; ownership guidelines and anti-hedging/pledging strengthen alignment .
- Near-term vesting catalysts: service RSUs vest in May 2025/2026/2027; FY2024 vesting was sizable; monitor Form 4 filings around vest dates for selling pressure and liquidity signals .
- Retention risk moderate: absence of employment/severance agreements means retention is driven by equity value and culture; change-of-control protections are limited to equity vesting, with no cash severance multiples disclosed .
- Governance balance: CEO+Chairman structure mitigated by strong lead director and independent committees; say‑on‑pay support is high (98% in 2024; approved again in 2025), indicating shareholder comfort with compensation design, though ongoing performance execution (PBT, margins across segments) remains the key lever for payouts and value creation .