Kenneth Langone
About Kenneth G. Langone
Kenneth G. Langone (age 89) is a long-tenured independent director of Unifi, Inc., serving on the Board since 1969. He is the former Chairman and CEO of Invemed Associates LLC (1974–2021), co‑founder and long‑time director of The Home Depot, and brings extensive operating, financial, and public company board experience to UFI . The Board reaffirmed his independence under NYSE and SEC rules in August 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invemed Associates LLC | Chairman & CEO | 1974–2021 | Led NYSE member firm specializing in healthcare and high‑tech; financial expertise |
| The Home Depot, Inc. | Co‑founder; Director | 1978–2008 | Significant operating and governance experience |
| Geeknet, Inc. | CEO, President, Chairman | 2011–2013; Director 2010–2015 | Operating leadership; technology retail exposure |
| ChoicePoint Inc. | Director | 2002–2008 | Public company board oversight |
| General Electric Company | Director | 1999–2005 | Large‑cap governance and finance |
| YUM! Brands, Inc. | Director | 1997–2012 | Consumer sector governance |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| New York University | Board of Trustees | Current | Governance leadership in academia |
| NYU Stern School of Business | Board of Overseers | Current | Oversight/academic engagement |
| NYU Langone Health | Chairman, Board of Trustees | Current | Health system oversight |
| Center for Strategic and International Studies | Board | Current | Policy think‑tank governance |
| Harlem Children’s Zone | Board | Current | Non-profit engagement |
| St. Patrick’s Cathedral | Board | Current | Non-profit governance |
Board Governance
- Independence: Board determined Langone qualifies as independent under NYSE and SEC rules (August 2025) .
- Committee assignments (FY25): Compensation Committee member; Corporate Governance & Nominating Committee member .
- Attendance: Board held eight meetings (FY25); each incumbent director attended ≥75% of Board and committee meetings; all eight directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in regular executive sessions; presided over by Lead Independent Director (Suzanne M. Present) .
- Governance policies: Prohibitions against hedging, short selling, and pledging company securities without prior Audit Committee approval; Insider Trading Policy in place .
Fixed Compensation (Director Pay – FY25)
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (equity) | $100,000 | Directors can elect cash/equity; Langone took equity; no options |
| Committee chair fees | $0 | Only chairs are paid; Langone is a member, not chair |
| Meeting fees | $0 disclosed | Policy provides reasonable expense reimbursement |
| Director compensation policy | $100,000 base; chair premiums ($15k Audit; $10k Comp & Nominating; $15k Lead Independent; $50k Strategy & Finance) | Election in cash or stock; option mechanics defined |
Alignment note: UFI permits directors to elect vested stock units payable upon cessation of service, which defers receipt and aligns with long‑term stewardship .
Performance Compensation
- No performance‑based compensation is disclosed for independent directors; equity grants are time‑based vested share units rather than PSUs for directors .
Other Directorships & Interlocks
| Company | Role | Years | Interlock/Network Note |
|---|---|---|---|
| The Home Depot, Inc. | Co‑founder; Director | 1978–2008 | UFI directors Francis S. Blake (former HD CEO/Chair) and Albert P. Carey (HD director until May 2024) share Home Depot ties, indicating a strong network nexus on UFI’s board |
| GE, YUM! Brands, ChoicePoint, Geeknet | Director | Various (1997–2015) | Broad public board experience |
Expertise & Qualifications
- Financial expertise and extensive operating/management experience; deep public company board and committee experience .
- Historical perspective from decades of UFI board service, aiding strategic context .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Total beneficial ownership | 2,530,000 shares | Includes indirect holdings; see breakdown |
| Ownership % of outstanding | 13.78% (out of 18,360,663 shares) | |
| Indirect: Invemed Associates LLC | 130,000 shares (shared voting/investment power) | |
| Indirect: spouse | 30,000 shares (shared voting/investment power) | |
| Deferred vested units | 92,385 vested share units payable upon cessation | |
| Disclaimers | Disclaims beneficial ownership beyond pecuniary interest for Invemed and spouse holdings | |
| Hedging/pledging | Company policy prohibits hedging/short selling and pledging without prior Audit Committee approval |
Insider Trades (Recent)
| Date | Security | Type | Shares | Price | Post‑trade holdings | Source |
|---|---|---|---|---|---|---|
| 2025‑02‑10 | Common Stock | Purchase | 16,097 | $5.55 (weighted avg.) | 2,352,000 (direct) | |
| 2025‑02‑11 | Common Stock | Purchase | 18,000 | $5.43 (weighted avg.) | 2,370,000 (direct) |
Additional coverage: Nasdaq summarized the 18,000‑share buy ($97,740) and cumulative 34,097 shares purchased ($187,078) in Feb‑2025 . GuruFocus and other trackers reflect 2.53M shares owned as of 2025‑02‑11 .
Related‑Party Transactions (Conflict Review)
- Debt facility support: On Oct 25, 2024, UFI entered a $25.0M revolving credit facility secured by certain personal assets of Kenneth G. Langone under a Guaranty and Pledge Agreement; Langone declined any consideration to avoid conflict and maintain independence; approved under UFI’s Related Persons Transaction Policy .
- Special Committee oversight: A Special Committee (Blake, Battle, Zlotnicka) was formed to review/evaluate the transaction; dissolved Oct 29, 2024 .
- Salem Leasing Corporation: UFI paid ~$4.3M in FY25 for leases/services to Salem Leasing (subsidiary of Salem Holding Company); Langone owns a non‑controlling 33% equity interest and is Non‑Executive Chairman; UFI states terms are no less favorable than independent third‑party; approved under policy .
Governance Assessment
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Strengths:
- Independence affirmed despite related‑party ties; committee memberships in Compensation and Nominating support governance engagement .
- Attendance and AGM participation meet policy; broad financial and operating expertise; significant personal equity stake aligns incentives .
- Director compensation taken fully in equity ($100k), reinforcing shareholder alignment .
- Insider purchases in Feb‑2025 signal confidence amid operational restructuring .
-
Risks/RED FLAGS:
- Related‑party exposure via Salem Leasing ($4.3M in FY25) and personal asset pledge for the 2024 Facility create potential conflict optics, though mitigated by Special Committee review, policy approvals, and Langone’s refusal of consideration to maintain independence .
- Concentrated influence: 13.78% beneficial ownership can be positive for alignment but warrants monitoring for board dynamics and minority shareholder considerations .
-
Net view: Governance processes (policy frameworks, Special Committee oversight, independence evaluation) and equity‑heavy director pay partly offset conflict risks; ongoing disclosure and audit committee review of related‑party dealings remain critical to investor confidence .
Notes on Compensation Structure (Board context)
- Director compensation policy: $100k base; chair premiums; election of cash vs equity (including vested stock units payable at service end) .
- Say‑on‑Pay climate: 92% approval at 2024 meeting for NEO compensation suggests broad shareholder support for compensation framework (management), indirectly supportive of board oversight credibility .