Virginia A. Hepner
OXFORD INDUSTRIESAbout Virginia A. Hepner
Independent director of Oxford Industries (OXM) since 2016; age 67; nine years of board tenure as of April 17, 2025. Former President & CEO of The Woodruff Arts Center (2012–2017); earlier roles include Executive Vice President at Wachovia Bank (retired 2005), consultant to DMI Music (2011–2012), and principal investor at GHL, LLC (2005–2022). Core credentials: 25+ years in corporate banking/capital markets; public-company board and committee leadership (audit chair; nom/gov chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Woodruff Arts Center | President & CEO | 2012–2017 | Oversaw operations of major visual/performing arts center |
| Wachovia Bank | Executive Vice President | To 2005 (retired) | Senior officer with financial oversight responsibilities |
| DMI Music & Media Solutions | Consultant | 2011–2012 | Advisory capacity |
| GHL, LLC (private real estate) | Principal investor | 2005–2022 | Private real estate investment partnership for commercial assets |
External Roles
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Cadence Bank | Director | Chair, Audit; Member, Executive Compensation & Stock Incentive | Current public company directorship |
| National Vision Holdings, Inc. | Director | Chair, Nominating & Corporate Governance | Current public company directorship |
| Chexar (Ingo Money, Inc.) | Director | — | Prior directorship |
Board Governance
- Committee assignments at OXM: Chair, Nominating, Compensation & Governance (NC&G); Member, Executive Committee; not on Audit or Finance .
- Independence: Board determined all nine non-employee directors (including Hepner) are independent (NYSE standards) as of March 2025 .
- Attendance/engagement: In fiscal 2024, each director attended >75% of Board and committee meetings for which they were a member; all current directors attended the 2024 annual meeting .
- Years of service: Director since 2016; tenure shown as 9 years; age 67 in skills matrix .
- Re-election support (2025): Elected as Class III director (term to 2028) with votes For 11,008,061; Against 762,426; Abstain 3,556; Broker non-votes 1,409,363 .
- Retirement bylaw: Non-employee directors become ineligible following the end of the fiscal year in which they reach age 72 .
Fixed Compensation
Director compensation structure (program for the director year starting June 25, 2024):
- Annual cash retainer: $75,000 (up from $65,000 in prior year) .
- Annual equity retainer: $125,000 in restricted stock (up from $115,000) with ~1-year vest aligned to board service .
- Additional retainers: Lead Director +$25,000; Committee Chairs (Audit, Finance, NC&G) +$20,000 .
- Directors may elect to receive cash retainers in restricted stock; deferred compensation plan available for cash retainers .
Director compensation actually paid (Fiscal 2024 reporting):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Virginia A. Hepner | 87,513 | 124,987 | 3,291 | 215,791 |
| Notes: “All Other Comp” represents dividends on unvested stock. Director compensation is reported for OXM’s fiscal year (52/53-week), while the director program year runs annual-meeting to annual-meeting . |
Performance Compensation
- OXM does not provide performance-based pay to non-employee directors; equity is time-based restricted stock (no performance metrics) .
- Unvested director equity as of Feb 1, 2025: Each current non-employee director (including Hepner) held 1,248 restricted shares vesting June 24, 2025 .
| Metric | Instrument | Amount/Shares | Vesting/Term |
|---|---|---|---|
| Annual equity retainer | Restricted Stock | Grant-date fair value $125,000 | ~1-year vest aligned to board service |
| Unvested as of 2/1/2025 | Restricted Stock | 1,248 shares | Vests 6/24/2025 |
Other Directorships & Interlocks
- Current public company boards: Cadence Bank (Audit Chair; EC&S committee member), National Vision Holdings (Nom/Gov Chair) .
- Interlocks: OXM discloses no compensation committee interlocks or insider participation; NC&G members (including Hepner) had no Item 404 relationships in FY2024 .
- Overboarding: OXM guideline caps at 4 public boards; Hepner’s disclosed public boards (OXM, Cadence Bank, National Vision) are within the limit .
Expertise & Qualifications
- Financial expert profile: 25+ years in corporate banking/capital markets; senior officer with financial oversight at Wachovia; board leadership at financial institution (audit chair) and consumer retail (nom/gov chair) .
- OXM director skills matrix indicates experience in Finance & Accounting, Risk Oversight, Executive Leadership, and Public Company Board Experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Virginia A. Hepner | 9,801 | <1% | Beneficial ownership includes unvested restricted shares with voting rights; excludes RSUs (directors receive restricted stock, not RSUs) . |
- Ownership policy: Directors expected within 4 years to hold shares equal to 2.0x combined annual cash+stock retainer; each director has met or is on track to meet guidelines .
- Anti-pledging/hedging: Directors are prohibited from hedging or pledging company stock .
- Insider activity: We searched for Form 4 filings tied to OXM insiders; none were retrievable via the available tool for 2023–2025 (this source is not comprehensive). We rely on proxy-reported beneficial ownership and restricted stock details above [ListDocuments search returned 0 Form 4 results].
Governance Assessment
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Strengths
- Independent status affirmed; significant committee leadership as NC&G Chair and service on Executive Committee enhances board effectiveness on governance, nominations, and compensation oversight .
- Strong shareholder support in 2025 re-election; board-wide attendance above thresholds and annual meeting attendance signify engagement .
- Clean related-party profile; no Item 404 related-party transactions disclosed for FY2024; no committee interlocks .
- Director pay is balanced between cash and time-vested equity with robust ownership guidelines, supporting alignment; prohibition on pledging/hedging reduces alignment risk .
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Watch items
- Multiple external board leadership roles (two public company committee chairships) may create time demands; however, within OXM’s overboarding limits and no attendance issues disclosed .
- Director compensation increased versus prior year (cash and equity retainers) is program-wide; not a red flag but relevant to pay trends .
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Overall view
- Hepner’s finance and governance expertise, independence, and NC&G leadership, combined with absence of conflicts and positive shareholder voting outcomes, support investor confidence in OXM’s board oversight and pay/governance practices .