Robert Virtue
About Robert Virtue
Robert A. Virtue, age 92, is Chairman of the Board and Chief Executive Officer of Virco Mfg. Corporation; he has served as CEO since 1988, Chairman since 1990, and was President from August 1982 to November 2014. He has been a director since 1956 and has been employed by the Company for 68 years as of fiscal 2025, bringing deep operational and cultural knowledge to the Board . The Company’s “Pay versus Performance” disclosure shows cumulative TSR values of $165, $404, and $370 for $100 invested at year-end 2023, 2024, and 2025 respectively, alongside net income of $16.547 million, $21.910 million, and $21.644 million, which frames pay alignment with performance outcomes during the period . Governance note: Virtue holds dual roles as CEO and Chairman; the Board mitigates concentration risks with a rotating Lead Independent Director (currently Robert R. Lind) and three fully independent standing committees (Audit, Compensation, and Corporate Governance/Nominating) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virco Mfg. Corporation | President | 1982–2014 | Led operations and growth; transitioned to broader leadership as CEO/Chairman |
| Virco Mfg. Corporation | Chief Executive Officer | 1988–present | Long-tenured CEO overseeing vertically-integrated manufacturing and sales model |
| Virco Mfg. Corporation | Chairman of the Board | 1990–present | Board leadership; governance oversight with Lead Independent Director structure |
External Roles
No external directorships or committee roles for Robert A. Virtue were disclosed in the latest proxy; skip if not disclosed .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 364,252 | 364,316 |
| Bonus ($) | — | — |
| All Other Compensation ($) | 11,500 (auto allowance and personal use of company vehicle) | 11,500 (auto allowance and personal use of company vehicle) |
| Total ($) | 557,027 | 557,091 |
Notes:
- Virco uses the Entrepreneurial Salaried Bonus Plan (ESBP) for all salaried employees, including NEOs; there is no separate executive-only plan .
- Pension plans were frozen in 2003; NEOs did not accrue additional benefits in 2024 or 2025 and are fully vested under both plans .
Performance Compensation
Virco’s ESBP pays cash bonuses only if a minimum operating income threshold is achieved, distributing one-third of earnings above the threshold to salaried employees, with NEO bonuses capped at 50% of base salary; FY2025 threshold was $4,000,000 .
| Component | Metric/Design | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| ESBP Cash Bonus (NEO cap) | Operating Income threshold and profit sharing | Threshold: $4,000,000 | Robert Virtue received $181,275 FY2024 and $181,275 FY2025 under Non-Equity Incentive Plan Compensation | Cash; annual |
| RSUs (legacy awards) | Prior RSU awards to top managers; no new RSUs since 2019 | No new grants post-2019 | Aggregate 12,000 RSUs vested during FY2025 (NEOs) | Award vesting continued through FY2025 |
| Stock Options | No option awards since 2019 | N/A | N/A | N/A (no current plans to award) |
Pay versus Performance (company-level context):
| Fiscal Year | Compensation Actually Paid to PEO ($) | Year-End Value of $100 Investment (TSR) ($) | Net Income (thousand $) |
|---|---|---|---|
| 2023 | 544,650 | 165 | 16,547 |
| 2024 | 581,827 | 404 | 21,910 |
| 2025 | 568,491 | 370 | 21,644 |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert A. Virtue | 477,768 | 3.04% | Includes 19,530 shares held in Company’s 401(k) Plan |
| Virtue family aggregate (Robert A. Virtue and extended family) | 4,679,540 | 29.73% | Subject to intra-family and company right-of-first-refusal on certain gifted shares |
Additional alignment details:
- No outstanding executive equity awards at fiscal year-end January 31, 2025; legacy RSUs continued to vest through FY2025, and 12,000 RSUs vested during FY2025 (aggregate NEOs) .
- Insider Trading Policy prohibits short sales, hedging, pledging, and margining of Company securities for directors, officers, and employees, reducing misalignment and leverage risks .
- Equity plan overhang: 521,859 shares remained available under the 2019 Omnibus Equity Stock Incentive Plan as of January 31, 2025 .
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Employment Agreement | None | Company has no written employment agreements with executives |
| Severance | None | NEOs do not have contractual rights to severance; retirement/death/disability benefits not unique to NEOs |
| Change-in-Control | Potential acceleration | 2019 Omnibus Equity Incentive Plan awards may be subject to acceleration upon “Change of Control” (as defined) |
| Clawback | Not disclosed | No specific clawback policy disclosure in proxy; anti-hedging/pledging restrictions apply |
| Ownership Guidelines | Director-only | Non-employee directors must own ≥4x annual cash retainer; employees serving as directors receive no director compensation |
| Anti-Hedging/Pledging | Prohibited | Applies to directors, officers, employees and household members |
| Non-compete/Non-solicit | Not disclosed | — |
Board Governance
- Board service history: Robert A. Virtue has served as a director since 1956; his current term is Class II expiring in 2027 .
- Leadership: CEO + Chairman dual role; Lead Independent Director currently Robert R. Lind; independent directors held executive sessions, and each incumbent director attended at least 75% of meetings; Board held seven meetings in fiscal 2025 .
- Committee roles:
- Audit Committee: Bradley Richardson (Chair), Craig L. Levra, Robert R. Lind, Agnieszka Winkler; fully independent; 5 meetings; Richardson and Lind qualify as “audit committee financial experts” .
- Compensation Committee: Agnieszka Winkler (Chair), Craig L. Levra, Robert R. Lind, Bradley Richardson; fully independent; 2 meetings; oversees policy and incentives .
- Corporate Governance and Nominating Committee: Craig L. Levra (Chair), Robert R. Lind, Bradley Richardson, Agnieszka Winkler; fully independent; 3 meetings .
- Director compensation: Employees serving as directors receive no additional compensation; non-employee directors receive an annual retainer of $150,000 ($75,000 cash + $75,000 restricted stock with one-year vesting, subject to election if ownership guideline is met) .
Related Party and Concentration Considerations
- Family employment and compensation disclosed for certain relatives of executives and directors; transactions reviewed and ratified per policy .
- Virtue family shareholding concentration and right-of-first-refusal agreement on gifted shares (and stock dividends thereon) among family members and the Company, potentially stabilizing control dynamics and secondary liquidity .
Signals and Trend Observations
- Cash-heavy executive pay design with capped bonuses and no new equity grants since 2019 reduces dilution but may limit long-term equity alignment for current awards; however, anti-hedging/pledging and significant family holdings strengthen alignment .
- Pay-versus-performance shows Compensation Actually Paid broadly tracking Net Income and TSR over the 2023–2025 window, supporting pay-for-performance narrative despite subdued new equity issuance .
- Governance mitigants to dual role include lead independent director, majority independent board, and independent committees; attendance and executive sessions further support oversight .
Investment Implications
- Compensation structure is simple and performance-linked via operating income threshold; NEO cash bonus capped at 50% salary, favoring profitability discipline. Equity dilution risk appears modest with 521,859 plan shares available and no option grants since 2019, but monitor future RSU issuance cadence .
- Insider selling pressure risk is limited by prohibitions on hedging and pledging; beneficial ownership of 3.04% by Robert A. Virtue and 29.73% aggregate family holdings suggest strong alignment but concentrated control—engage on capital allocation, succession, and governance continuity .
- Retention risk is moderate: no employment contracts or severance rights for NEOs, but long-tenured leadership and family concentration reduce near-term turnover risk; change-in-control acceleration could influence transaction dynamics if strategic alternatives arise .
- Board governance is robust at committee level; continued CEO+Chairman dual role warrants ongoing monitoring of lead independent director effectiveness, committee autonomy, and say-on-pay outcomes. Director ownership guidelines and independent composition are positives for oversight quality .