Venita Fields

About Venita Fields

Independent director of Superior Group of Companies (SGC) since January 31, 2019; age 71 as of the March 14, 2025 record date. Fields is a private markets investor (Partner and Investment Committee Member at Pelham S2K Managers, LLC since 2016) with prior senior lending and private equity roles at Smith Whiley & Co., Bank of America, Citicorp North America, and Continental Illinois National Bank, bringing deep credit, private equity, and governance experience to SGC’s board .

Past Roles

External Roles

No other public company directorships are disclosed for Fields in SGC’s proxy .

Board Governance

• Independence and tenure: The Board determined Venita Fields is independent under SEC and NASDAQ rules; on the SGC board since 2019 .
• Committee assignments and chair roles (2024): Audit Committee member; Corporate Governance, Nominating & Ethics Committee member; Capital Committee Chair .
• Engagement and attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings during their service period; all directors attended the 2024 annual meeting .
• Risk oversight touchpoints: Audit Committee oversees major financial exposures and compliance; Corporate Governance, Nominating & Ethics oversees governance, cybersecurity, and CSR; Capital Committee (which Fields chairs) reviews capital policy (dividends/repurchases) and capital risk .
• Lead independent director structure: Board Chair/CEO roles combined; independent Lead Director (not Fields) manages executive sessions and evaluations .

Fixed Compensation (Director)

Performance Compensation (Director Equity and Options)

• No performance metrics are tied to director compensation; equity comprises time-vested restricted stock and stock options (options vest after two years; restricted stock vests after three years; option exercise price equals grant-date close; option term 10 years) .
• SGC eliminated per-meeting fees in 2023; director pay now emphasizes retainers and equity (restricted stock and options) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial, credit, and private equity expertise from decades in banking and private markets; active investment committee responsibilities; contributes to capital allocation oversight as Capital Committee Chair .
• Audit Committee membership indicates financial sophistication and risk oversight engagement; Board has one identified “audit committee financial expert” (Spencer), but Fields’ background supports audit oversight .

Equity Ownership

• Stock ownership guideline: Independent directors are asked to own at least $200,000 of SGC stock within five years of assuming the role (guideline adopted Feb 5, 2021; five-year compliance window from start date for later appointees). Enforcement at committee discretion; compliance status by individual is not disclosed .
• Hedging/pledging: Company Insider Trading Policy prohibits hedging/monetization transactions for directors; no pledging disclosures for Fields in the proxy .

Insider Trades (Form 4) – Venita Fields

Pattern: Regular annual director equity awards (restricted stock and options); occasional small gifts; one tax withholding transaction on vesting. No open-market purchases or sales are shown in 2023–2025 Form 4 records above.

Governance Assessment

• Strengths for investor confidence:
  • Independent director since 2019 with deep credit and private equity background; sits on Audit and Governance committees and chairs the Capital Committee (capital allocation oversight) .
  • Board independence confirmed; each director met attendance threshold in 2024; all directors attended the 2024 annual meeting .
  • Solid alignment: director equity awards, options, and meaningful beneficial ownership (37,213 shares; <1% of outstanding) .
  • Policy protections: hedging prohibited; formal related party policy; no related party transactions disclosed in 2022–2025 .
• Watch items:
  • Director equity includes options (less common for some governance frameworks), though grants are formulaic, with transparent vesting and pricing at market close; time-based RSU grants standard for directors .
  • Ownership guideline is dollar-based ($200,000) with five-year window; individual compliance status is not disclosed; investors may request clarity on progress toward guideline adherence for each director .

Appendix: Board and Committee Reference

• 2024 Committee meeting counts: Audit (6), Compensation (2), Corporate Governance, Nominating & Ethics (5), Capital (5) .
• Capital policy oversight: Capital Committee (Chair: Fields) reviews dividend and buyback policy and broader capital-related responsibilities .
• Say-on-pay context for oversight: Prior say-on-pay (2022) approved by ~89.64% of votes cast; compensation consultant Korn Ferry advises Compensation Committee (Fields not a member) .

Citations: and SEC Form 4 URLs included in Insider Trades table above.