Douglas Virtue
About Douglas Virtue
Douglas A. Virtue (age 66) is President of Virco Mfg. Corporation and a director since 1992; he has been employed by Virco for 39 years and was appointed President in 2014 after serving as EVP and as General Manager of the Torrance Division, among other roles . Under his senior leadership period, Virco reported FY2025 revenue of $266.24M and net income of $21.64M, while cumulative TSR ended FY2025 at $370 (value of $100 investment), reflecting strong multi‑year profitability and share performance momentum through FY2024 and moderation in FY2025 . Compensation design emphasizes profitability via a single company-wide ESBP pool triggered only after a $4.0M operating income threshold, with NEO bonuses capped at 50% of salary, aligning cash incentives to operating results . Governance considerations include a family-influenced board (three Virtue family members) and a combined CEO/Chairman role held by Robert A. Virtue, partially mitigated by a rotating Lead Independent Director and fully independent committees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Virco Mfg. Corporation | President | 2014–present | Leads vertically integrated K‑12 furniture manufacturing and distribution; long-tenured operator continuity . |
| Virco Mfg. Corporation | Executive Vice President | 1997–2014 | Enterprise-wide leadership, bridging operations and commercial execution . |
| Virco Mfg. Corporation | General Manager, Torrance Division | — | Division P&L and operations leadership, precursor to corporate roles . |
| Virco Mfg. Corporation | Earlier roles: Production Control; Contract Administrator; Manager of Marketing Services | — | Cross-functional expertise across operations and go-to-market foundations . |
External Roles
No external public company directorships or external roles were disclosed in the proxy biography for Douglas A. Virtue .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 334,373 | 329,294 |
| Non-Equity Incentive Plan Compensation ($) | 167,625 | 167,625 |
| All Other Compensation ($) | 10,602 | 10,786 |
| Total ($) | 512,600 | 507,705 |
Notes:
- Employee-directors (like Douglas Virtue) receive no additional director compensation; non-employee director retainers are paid separately .
Performance Compensation
Virco operates a single Entrepreneurial Salaried Bonus Plan (ESBP) for all salaried employees (including NEOs), with governance by the independent Compensation Committee.
| Element | FY2025 Plan Detail |
|---|---|
| Gate/Threshold | Operating income threshold of $4,000,000; no bonuses are paid if the threshold is not met . |
| Funding Formula | One-third of operating income in excess of the threshold is available for distribution to salaried employees; shareholders receive a 2:1 share of incremental earnings vs management in this structure . |
| NEO Bonus Cap | NEO payouts capped at 50% of base salary . |
| Participants | 109 salaried employees participated in FY2025 . |
| Equity Usage | No stock options granted since 2019; RSUs were previously awarded to top 26 officers/internal directors, with no new RSUs since 2019 . |
| FY2025 RSU Vesting | NEOs vested in an aggregate 12,000 RSUs during FY2025; there were no outstanding equity awards at 1/31/2025 . |
| Hedging/Pledging | Hedging, pledging, and margining of Company securities are prohibited for directors, officers, and employees . |
Performance metric framework (cash incentive):
- Metric: Operating Income
- Target/Threshold: $4.0M minimum to trigger pool; thereafter 1/3 of incremental operating income funds the pool .
- Payout: NEOs capped at 50% of salary; distribution spans all salaried employees in plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/22/2025) | 890,657 shares; 5.66% of outstanding . |
| 401(k) Shares Included | 61,722 shares held under the Company’s 401(k) Plan are included in his beneficial ownership . |
| Family Shareholder Agreement | Virtue family (including Douglas) collectively beneficially own 4,679,540 shares (29.73%) and are party to a right-of-first-refusal agreement for certain gifted/family shares that also provides the Company with a secondary right, reinforcing stability of family holdings . |
| Outstanding Equity Awards at FY2025 YE | None outstanding for NEOs as of 1/31/2025 . |
| Pledging/Hedging | Prohibited by policy (short sales, hedging, pledging, and margining are not allowed) . |
| Ownership Guidelines | Non-employee director ownership guidelines exist (4x annual cash retainer); no executive ownership guideline is disclosed . |
Recent insider trading activity (signal for supply/demand/pressure):
| Date | Type | Shares | Price | Post-transaction Direct Holdings |
|---|---|---|---|---|
| 2025-10-17 | Open-market purchase | 13,022 | $7.34 | 861,839 direct shares |
Notes:
- Beneficial ownership in the proxy includes 401(k) shares; Form 4 generally reflects direct holdings apart from retirement plan shares .
Employment Terms
| Term | Status |
|---|---|
| Written Employment Agreement | None; the Company has no written employment agreements with executives . |
| Severance Provisions | NEOs do not have contractual rights to severance; retirement, death, disability, and change-in-control do not trigger payments beyond benefits available to all salaried employees . |
| Change-in-Control | Awards under the 2019 Omnibus Equity Incentive Plan may be subject to acceleration upon a “Change of Control” as defined in the Plan . |
| Clawback | Not specifically disclosed in the proxy; the Company maintains a Code of Conduct and Ethics and insider trading policy . |
| Non-Compete/Non-Solicit | Not disclosed. |
| Retirement Benefits | Participation in two defined benefit pension plans (Employee Plan and VIP Plan), both frozen since 12/31/2003; NEOs fully vested . |
Board Governance
- Board Service: Director since 1992; Class III director nominated for re-election in 2025, with term running to 2028 upon election .
- Independence/Committees: Not independent (employee/family). All standing committees (Audit; Compensation; Corporate Governance and Nominating) are composed entirely of independent directors; Douglas Virtue is not listed as a member of any committee .
- Leadership Structure: Robert A. Virtue serves as Chairman and CEO; the Board employs a rotating Lead Independent Director (currently Robert R. Lind) to enhance independent oversight .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in FY2025; Board met seven times .
- Director Compensation: Employee-directors receive no additional compensation for Board service .
Company Performance Context (FY2023–FY2025)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenues ($) | 231,064,000 [GetFinancials*] | 269,117,000 [GetFinancials*] | 266,240,000 [GetFinancials*] |
| EBITDA ($) | 14,370,000* | 35,966,000* | 33,098,000* |
| EBIT ($) | 9,828,000* | 30,869,000* | 27,408,000 [GetFinancials*] |
| Net Income ($) | 16,547,000 | 21,910,000 | 21,644,000 |
| Year-End Value of $100 Investment (TSR) ($) | 165 | 404 | 370 |
Notes:
- Asterisks indicate values without document citations. Values retrieved from S&P Global.
- FYs are fiscal years ended January 31 of the following calendar year (e.g., FY2025 = year ended 1/31/2025) .
Additional Governance and Related Party Disclosures
- Anti-Hedging/Pledging/Margin: Prohibited for directors, officers, and employees, with trading confined to preset windows, reducing forced-sale/overhang risk .
- Related Parties: The Company disclosed several related-party employment/compensation arrangements (e.g., family members of certain executives and directors), reviewed under the Related-Party Transactions policy; these include compensation to Douglas’s sister (director and VP of Sales) and other relatives of executives .
- Ownership Concentration: The Virtue family collectively beneficially owns 29.73% of outstanding shares, with intra-family/Company right‑of‑first‑refusal on certain gifted/family shares, contributing to a stable long-term holder base .
Investment Implications
- Alignment and Overhang: Douglas Virtue’s sizable 5.66% stake, inclusion of retirement plan shares, prohibition on pledging/hedging, and the family’s near‑30% aggregate holding support strong alignment and reduce risk of margin-driven selling; a recent open-market purchase (10/17/25) further signals confidence and lowers near-term selling pressure .
- Pay-for-Performance: Cash incentive design is tightly coupled to profitability through a hard operating income gate and a pooled formula, with NEO caps at 50% of salary—this is conservative vs. many small-cap peers and ties payouts to shareholder value creation via operating leverage .
- Retention/Transition Economics: Absence of employment agreements and severance rights suggests low change‑of‑control and separation cost, but also minimal contractual retention protection—mitigated by long tenure/family ownership incentives .
- Governance Risk/Controls: Family influence (three insider directors) and a combined CEO/Chairman role present governance concentration risks, partially offset by a majority‑independent board, independent-only committees, and a Lead Independent Director structure .
- Performance Backdrop: FY2023–FY2025 show sustained profitability and strong TSR through FY2024 with moderation in FY2025; the plan’s profitability gate and operating discipline are consistent with the observed earnings resilience .
Sources and citations:
- 2025 DEF 14A (May 6, 2025): governance, compensation program, NEO pay, ownership, policies, related-party disclosures .
- Pay vs Performance table (TSR, Net Income): .
- Insider trading Form 4 (10/17/2025): open-market purchase details .
- Financials FY2023–FY2025 (Revenues, EBITDA, EBIT, Net Income) from S&P Global via GetFinancials; asterisks denote values without document citations (Values retrieved from S&P Global).