Charles Tomm
About Charles B. Tomm
Independent director since 2017 (age 79), currently Lead Independent Director and Audit Committee Chair at Shoe Carnival (SCVL). Background spans CEO/Managing Partner roles in retail automotive (Pablo River Partners since 2017; Brumos Automotive 2009–2016) and earlier CFO/GC and President roles at Coggin/Asbury subsidiaries; prior legal, banking, and executive roles across trucking, oilfield services, and academia. Recognized as the Board’s “audit committee financial expert,” reflecting deep finance, governance, and risk oversight expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pablo River Partners | Managing Partner & CEO | Since Jan 2017 | Investor in retail automotive; strategic planning and capital markets focus |
| Brumos Automotive | President & CEO | Jan 2009 – Apr 2016 (sale) | Led multi-brand dealership operations; financial reporting and M&A |
| Coggin Automotive Group / Asbury subsidiary Coggin/Courtesy Auto Group | VP, CFO & GC; President (1997); President & CEO (post-1998 and 2003 mergers) | Apr 1994 onward; President 1997; led Asbury subsidiary after mergers | Managed 27 dealerships, ~$1.7B revenue; governance, risk management |
| PIE Nationwide Inc. (trucking) | EVP & COO | Prior to retail auto | Operations leadership |
| Schlumberger Ltd. (oilfield services) | Deputy General Counsel | Prior to retail auto | Legal and compliance leadership |
| ArcBest (Arkansas Best Corporation, trucking) | VP & General Counsel | Prior to retail auto | Corporate governance |
| University of Arkansas | Adjunct Professor of Law | Prior | Academic governance |
| Winthrop, Stimson, Putnam & Roberts (now Pillsbury) | Private practice (law) | Prior | Corporate law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Margo Caribe Inc. | Director | Current | Garden products company |
| Asbury Automotive Group, Inc. | Director | 2000–2002; 2005–2007 | Large auto retail; prior governance role |
| Florida Bank Group, Inc. | Director | Sep 2007 – 2015 (merger with IBERIABANK) | Financial sector oversight |
| Washington & Lee University | Emeritus Trustee | Current | Non-profit governance |
| Mayo Clinic | Emeritus Trustee | Current | Non-profit governance |
| Jacksonville University; Bolles School; HabiJax; Jacksonville Housing Authority; Jacksonville Sports Council | Trustee/Chair roles; community leadership | Prior | Community and civic governance |
Board Governance
- Independence: Board-designated independent director; Lead Independent Director facilitating executive sessions, agendas, and information flow; Board separates Chair and CEO roles to enhance oversight .
- Committees:
- Audit Committee: Chair (Tomm); 4 non-employee independent directors; met 8 times in Fiscal 2024; Tomm deemed “audit committee financial expert.” Oversees financial reporting, controls, compliance, and related-party approvals .
- Compensation Committee: Member; fully independent; engaged Meridian in late FY2024; met 8 times; no consultant conflicts .
- Nominating & Corporate Governance Committee: Not a member (committee is Guthrie (Chair), Aschleman, Randolph; met 4 times) .
- Attendance: Board held 7 meetings in FY2024; all directors attended the 2024 annual meeting and at least 75% of aggregate Board/committee meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (FY2024 schedule) | $70,000 | Increased to $80,000 beginning Jan 1, 2025 |
| Lead Independent Director Cash Retainer | $15,000 | Annual |
| Audit Committee Chair Cash Retainer | $15,000 | Annual |
| Audit Committee Member Cash Retainer | $10,000 | Annual; chairs also receive member retainer |
| Compensation Committee Member Cash Retainer | $7,500 | Annual |
| Meeting Fees | $0 | No per-meeting fees; paid quarterly in arrears |
| Restricted Stock (granted 6/25/2024) | 2,172 shares; $80,016 grant-date fair value | Vests by lapse of restrictions; dividends accrue |
| Cash Dividends on Unvested Restricted Stock | $586 | FY2024 director compensation table |
| FY2024 Total (Tomm) | $198,102 | Fees earned in cash $117,500; Stock awards $80,016; Dividends $586 |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked director pay | None (no options, PSUs, or performance-based equity for non-employee directors) |
| Equity award type | Time-based restricted stock; generally granted at annual meeting date; restrictions lapse Jan 2 following grant |
| Options | Not granted to directors; Company has not granted stock options broadly since 2008 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Margo Caribe Inc. (director) |
| Prior public company boards | Asbury Automotive Group, Inc. (director 2000–2002; 2005–2007); Florida Bank Group, Inc. (director until 2015 merger) |
| Interlocks/conflicts | None disclosed; Audit Committee policy requires approval of related-person transactions; none >$120,000 in FY2024 |
Expertise & Qualifications
- Strategic planning, corporate governance and leadership; corporate finance and capital markets; financial reporting; risk management; mergers & acquisitions; designated audit financial expert .
- Veteran leadership in complex, multi-entity operating environments; significant boardroom and committee experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Charles B. Tomm | 34,466 | <1% | Includes 2,000 shares held by spouse |
| Director stock ownership guideline | 5x annual cash retainer | Applies to non-employee directors; retain 50% of net-after-tax shares until compliant | |
| Compliance status (as of Feb 1, 2025) | Met | Ms. Guthrie and Messrs. Aschleman and Tomm met guideline | |
| Unvested director restricted stock at FY-end | None | All non-employee directors held no unvested restricted stock as of Feb 1, 2025 (2024 grants vested Jan 2, 2025) | |
| Hedging/pledging policy | Prohibited | Directors cannot hedge or pledge Company stock; short sales prohibited |
Governance Assessment
- Strengths:
- Lead Independent Director role combined with Audit Chair status bolsters independent oversight, financial rigor, and executive session efficacy .
- Clear independence, attendance compliance, and designation as “audit committee financial expert” increase investor confidence in reporting integrity .
- Transparent, modest director pay structure (no meeting fees; structured retainers; time-based equity) and stock ownership guidelines with confirmed compliance .
- Robust related-party transaction controls; no related-person transactions in FY2024 .
- Potential watch items:
- Board tenure/age profile: Tomm (79) and other long-tenured/older directors suggest succession and refresh considerations, though Board notes ongoing succession planning and recent transitions .
- Concentrated shareholder influence (Weaver family 33.6%) necessitates continued strong independent leadership; Tomm’s Lead Independent role mitigates risk .
- Shareholder feedback context:
- Executive say-on-pay approvals ~99% in 2023 and 2024 indicate broad investor support for compensation governance; indirectly supportive of overall board oversight environment .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or director-specific pay anomalies in FY2024 .