Tracey Hernandez
OXFORD INDUSTRIESAbout Tracey Hernandez
Tracey Hernandez (59) is Senior Vice President and Chief Human Resources Officer at Oxford Industries (OXM), a role she has held since 2022; she previously served as VP, Human Resources from 2019–2022 and was Vice President, Human Resources at Belk Department Stores from 2016–2019 . Company performance context for compensation alignment: in fiscal 2024, OXM’s cumulative TSR index value (initial $100) was 136.01, with Net Income of $92,973k and Profit Before Taxes (PBT) of $102,432k; the compensation program emphasizes PBT and multi‑year relative TSR for incentives . OXM maintains a clawback policy compliant with Dodd-Frank Section 954 and NYSE, prohibits hedging/pledging, and applies stock ownership guidelines to executive officers to reinforce alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oxford Industries | Senior Vice President & Chief Human Resources Officer | 2022–present | Enterprise HR leadership; talent, engagement, and culture supporting multi-brand DTC execution |
| Oxford Industries | Vice President, Human Resources | 2019–2022 | Built HR processes during expansion and acquisition integration (e.g., Johnny Was) |
| Belk Department Stores | Vice President, Human Resources | 2016–2019 | Large retail HR operations experience; relevant to talent strategies in apparel retail |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Belk Department Stores | Vice President, Human Resources | 2016–2019 | Scaled HR practices in department store environment; applicable to OXM’s multi-brand talent needs |
Fixed Compensation
- Hernandez’s individual base salary, target bonus, and grant values are not separately disclosed; she is not a Named Executive Officer (NEO) for fiscal 2024 .
- Executive officer pay structure comprises base salary; short‑term annual cash incentives; long‑term equity (performance‑vesting RSUs linked to relative TSR and service‑based RSUs); and modest perquisites/benefits .
Performance Compensation
Annual Cash Incentive Plan (Program Design and 2024 Outcomes)
- Metric: Profit Before Taxes (PBT), adjusted for non‑recurring/unusual items; NEOs tied to total company PBT or applicable brand group PBT (Lilly Pulitzer, Tommy Bahama) .
- Payout calibration: threshold/target/maximum as % of base salary; NEOs earned no cash incentives for fiscal 2024 as performance fell below threshold .
| Performance Measure | Threshold ($000) | Target ($000) | Maximum ($000) | Actual ($000) | Actual Achievement vs Target |
|---|---|---|---|---|---|
| PBT – Total Company (NEO measures for CEO/CFO/CIO) | 144,600 | 175,300 | 206,000 | < Threshold | 0% |
| PBT – Lilly Pulitzer (NEO measure for brand CEO) | 40,600 | 49,200 | 57,800 | < Threshold | 0% |
| PBT – Tommy Bahama (NEO measure for brand CEO) | 108,700 | 131,800 | 154,900 | < Threshold | 0% |
Implication: The company’s annual cash incentive framework is strict around profitability; below-threshold PBT eliminated payouts for NEOs in 2024, signaling real pay-for-performance risk transfer to management .
Long-Term Equity Incentive (Relative TSR PSUs; Service RSUs)
- Equity mix: Performance‑based RSUs earned on 3‑year relative TSR vs a comparator group; service‑based RSUs cliff‑vest on May 28, 2027 .
- No options have been granted since 2003; equity is RSU/PSU‑only, reducing optionality/strike sensitivities .
| TSR Percentile Rank (3-year period) | Earned RSUs vs Target |
|---|---|
| <25% → 0% | |
| 25% → 25% | |
| 50% → 100% | |
| 75% → 150% | |
| ≥90% → 200% | |
| Negative absolute TSR cap → Max 100% payout | |
| Vesting/Certification | May 28, 2027 following Compensation Committee certification |
Change-of-control treatment: “Double trigger” generally required for acceleration; performance RSUs accelerate at target or performance‑determined levels if awards are not assumed/converted at closing per detailed rules .
Equity Ownership & Alignment
| Policy Element | Detail |
|---|---|
| Stock Ownership Guidelines | CEO 4.0x salary; President 2.5x; Executive Vice Presidents 2.0x; All Other Executive Officers 1.5x salary; expected to meet within five years of appointment . |
| Retention/Holding Period | One‑year hold on shares acquired from vesting/exercise until guideline met/maintained (net of tax/exercise funds) . |
| Hedging/Pledging | Prohibited for directors and executive officers (no puts/calls/swaps/derivatives; no pledging as collateral) . |
| Option Grants | Company has not granted stock options since 2003 . |
| Insider Trading Policy | Formal policy governs trading; intent to comply with applicable laws; policy filed as Exhibit 19 to 10‑K . |
Beneficial ownership: The proxy lists beneficial holdings for directors/NEOs; Hernandez is not individually itemized, and executive officers’ unvested RSUs are excluded from “beneficial ownership” counts; no pledging permitted .
Employment Terms
| Term | Hernandez / Executive Officer Program Context |
|---|---|
| Employment | At‑will; terminable at company discretion; no written employment/severance agreement disclosed for NEOs (broader policy applies to employees/executives) . |
| Severance/Change‑of‑Control | No employment/severance agreements with NEOs; equity awards generally “double trigger” for acceleration; performance RSUs accelerate if not assumed/converted (target or performance‑determined) . |
| Retirement Provisions | Qualifying retirement defined as age 62 with 5 years employment; prorated vesting for equity (PSUs based on relative TSR) . |
| Death/Disability | Accelerated vesting for RSUs/PSUs per plan terms . |
| Clawback | Adopted Oct 2, 2023; compliant with Dodd‑Frank §954, Exchange Act §10D, NYSE; recovers incentive‑based cash/equity that exceeds restated amounts following material misstatement . |
| Tax Gross‑Ups | None provided to NEOs (explicit “What We Don’t Do”) . |
| Option Repricing | Not permitted without shareholder approval . |
Performance & Track Record (Company-Level Context Used for Incentive Linkage)
| Fiscal Year | Compensation Actually Paid to PEO ($) | Avg Comp Actually Paid to Non-PEO NEOs ($) | TSR Index Value ($100 initial) | Peer Group TSR Index | Net Income ($000) | PBT ($000) |
|---|---|---|---|---|---|---|
| 2020 | 2,753,167 | 1,392,821 | 96.01 | 97.80 | (95,692) | (83,611) |
| 2021 | 5,702,329 | 2,310,681 | 121.22 | 96.33 | 131,321 | 150,568 |
| 2022 | 11,376,661 | 4,101,452 | 179.78 | 70.25 | 165,735 | 195,961 |
| 2023 | 1,677,767 | 682,702 | 151.44 | 57.39 | 60,703 | 173,207 |
| 2024 | 2,882,597 | 1,202,029 | 136.01 | 62.76 | 92,973 | 102,432 |
Say‑on‑pay: ~98% support at 2024 annual meeting, indicating strong shareholder alignment with program design .
Related Policies and Governance (for Compensation Alignment and Risk Controls)
- Compensation decisions made by independent NC&G Committee advised by Mercer; peer benchmarking, rigorous performance requirements, and maximum award caps to mitigate excessive risk .
- Equity awards with “double trigger” vesting; anti‑hedging/anti‑pledging and ownership guidelines to strengthen long‑term alignment .
- No guaranteed incentives; no liberal share recycling; no dividends on PSUs until actually earned .
Insider Transactions and Selling Pressure
- Attempted to retrieve Hernandez‑specific Form 4 transactions (2022–2025) via insider‑trades skill; the request returned a 401 Unauthorized error, so recent transaction data could not be accessed in this session. We recommend monitoring Form 4s for Hernandez to assess potential selling pressure around vesting dates and tax withholdings. Tool query details: python /public/skills/insider-trades/scripts/fetch_insider_trades.py --ticker OXM --from 2022-01-01 --to 2025-11-19 --person "Tracey Hernandez" (error) [Insider-trades SKILL, failed execution].
- Proxy does not disclose Hernandez’s individual beneficial holdings; executive officers are subject to anti‑pledging rules, mitigating collateralization risk .
Compensation Structure Analysis
- Shift to RSUs/PSUs (no options since 2003) lowers risk and increases certainty versus options; payouts tied to relative TSR and PBT strengthen pay‑for‑performance linkage .
- 2024 annual cash incentives paid zero to NEOs due to below‑threshold PBT, reinforcing downside risk and budget discipline in a weaker consumer environment .
- Meaningful stock ownership and one‑year holding periods promote longer holding horizons and reduce churn; hedging/pledging prohibitions remove misalignment risk .
- Clawback adopted in 2023 adds recovery mechanisms tied to restatements, tightening governance on incentive integrity .
Investment Implications
- Alignment: Hernandez operates under a program emphasizing profitability (PBT) and long‑term relative TSR with strict anti‑hedging/pledging and ownership guidelines—positive for alignment with shareholder value creation .
- Retention: With no employment/severance contracts and equity cliff‑vesting to May 2027, retention risk is managed through unvested equity value and ownership requirements; double‑trigger vesting guards against windfalls in change‑of‑control scenarios .
- Selling pressure: Individual Form 4 activity for Hernandez was not retrievable in this session; monitor vesting windows (e.g., May 2027) and routine tax‑withholding transactions to gauge near‑term supply dynamics [Insider-trades SKILL, failed execution] .
- Governance strength: High say‑on‑pay support (~98%), independent committee oversight with Mercer, and comprehensive clawback/anti‑hedging/pledging policies suggest robust compensation governance—supports investor confidence in incentive structures .