CULP INC
For the period ended Aug 13, 2025. Filed Aug 15, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 13, 2025 · Filed Aug 15, 2025
Contents
Compensation Elements
The overall compensation program for fiscal 2025 consisted of base salary, annual cash incentives, long-term equity incentives, and benefits. These benefits included a 401(k) plan, health and other welfare benefits, supplemental non-qualified deferred compensation, and limited perquisites such as an auto allowance and voluntary participation for certain executive officers, including NEOs, in an executive health program. Certain executive officers also participated in a severance protection plan. Further details about the elements of our compensation program for fiscal 2025 are set forth on the following pages.
| Element | Form of compensation | Purpose | Performance criteria |
|---|---|---|---|
| Base salary | Cash | Providing a level of fixed compensation that appropriately balances the need to be market competitive and the need to control fixed costs | Not performance-based, but individual performance is considered for merit increases |
| Annualcash incentive awards | Cash | Creating an incentive for executive officers to direct their efforts toward achieving specified Company financial goals | Tied to measures of adjusted operating income (loss) (60% weighting), adjusted operating cash flow (20% weighting), and net sales (20% weighting) for each reporting unit, subject to a negative moderator of 40% in the event adjusted operating income (loss) for the applicable reporting unit falls below a specific threshold level, with no bonus earned in the event adjusted operating income (loss) for the applicable reporting unit falls significantly below threshold level |
| Long-termequity incentiveawards | Performance-based restricted stock units | Creating an incentive for meeting or exceeding longer-term financial goals and providing an equity stake in our Company in order to align the long-term interests of management with those of our shareholders | Adjusted operating income (loss) based on cumulative targets identified for a three-year period for performance-based restricted stock units, with any earned awards subject to adjustment based on the Company's relative TSR (total shareholder return) |
| Health andwelfareplans | Eligibility to receive available health and other welfare benefits paid for, in whole or in part, by the Company, including broad-based medical, life insurance, and disability plans, and a severance plan | Providing a competitive, broad-based employee benefits structure | Not performance-based |
| Retirementplans | Eligibility to participate in, and receive Company contributions to, our 401(k) plan (available to all employees) and, for certain officers, a supplemental non-qualified deferred compensation plan | Providing competitive retirement-planning benefits to attract and retain skilled management | Not performance-based |
| Perquisites | Automobile allowance; voluntary participation in executive health program where Company pays the cost of a comprehensive health assessment to address overall medical needs and assess health risk | Providing limited business-related perquisites | Not performance-based |
| Severanceprotectionplan | Eligibility to receive cash severance in connection with certain qualifying termination of employment scenarios in anticipation of or within a defined period after a change of control | Providing a competitive compensation package and ensuring continuity of management in the event of any actual or threatened change in control of our Company | Not performance-based |
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