Ixchell C. Duarte
Independent
Tenure on this board
New nominee
2 nominees · 3 ballot items.
Elect two Class III director nominees (Ixchell C. Duarte and Tatiana G. Ferreira); approve the Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan (increase share reserve by 1,250,000 shares and related plan amendments); and ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2027.
Elect Ixchell C. Duarte and Tatiana G. Ferreira as Class III directors to serve until the 2029 Annual Meeting and until their successors are elected and qualified.
Approve the Amended and Restated 2021 Incentive Plan to increase the share reserve by 1,250,000 shares (from 1,200,000 to 2,450,000), extend the plan term to ten years from stockholder approval, and make related plan amendments to govern future equity awards.
This management proposal asks stockholders to approve an amended and restated version of the company's 2021 Incentive Plan that would increase the plan’s share reserve by 1,250,000 shares (raising the total authorized from 1,200,000 to 2,450,000 shares) and extend the plan’s term for ten years from the date of stockholder approval. Management and the Compensation Committee state the increase is necessary because available shares under the current plan are insufficient to support competitive equity grants and the company’s talent and retention needs; they quantify remaining availability (125,504 shares as of June 12, 2026) and estimate the requested increase should provide roughly five years of runway under historical grant practices. The Amended Plan maintains a number of governance protections intended to limit dilution and poor incentive design, including no evergreen automatic replenishment, prohibition on repricing options or SARs without stockholder approval, prohibition on discounted options, restrictions on share recycling and net-settlements, minimum one-year vesting (with limited exceptions), double-trigger treatment on assumed awards in many change-in-control scenarios and clawback/anti-hedging policies. Approving the Amended Plan also allows the Compensation Committee continued flexibility to grant a range of award types (options, SARs, restricted stock, RSUs, performance awards and cash-based awards) and to tailor award terms (vesting, performance metrics, settlement forms) to business needs. Management discloses potential dilutive metrics (current overhang of 6.8% rising to 15.9% if approved) and burn-rate history (three-year average ~2.7%), enabling shareholders to judge incremental dilution against historical usage. The Board argues that without approval the company’s ability to attract, retain and motivate employees and directors would be constrained and cash compensation might need to increase, which could be less aligned with shareholder interests and more costly. The Board and Compensation Committee recommend a FOR vote, citing competitiveness, alignment of employee and director incentives with stockholder value, and the inclusion of robust governance features as the rationale. Investors should weigh the additional potential dilution and time horizon against the company’s need for equity-based retention tools and the plan’s protective features when deciding how to vote.
Ratify the appointment of KPMG LLP as Crown Crafts’ independent registered public accounting firm for the fiscal year ending March 28, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 440,189 | $1M |
| 2 | De Lisle Partners LLP | 3.7% | 396,326 | $1M |
| 3 | Pinnacle Financial Partners, Inc. | 2.8% | 302,695 | $779K |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 2.4% | 257,342 | $663K |
| 5 | LPL Financial LLC | 2.0% | 215,096 | $554K |
| 6 | DIMENSIONAL FUND ADVISORS LP | 1.6% | 175,367 | $452K |
| 7 | North Star Investment Management Corp. | 1.6% | 169,000 | $435K |
| 8 | FIRST MANHATTAN CO. LLC. | 1.4% | 147,401 | $391K |
| 9 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.0% | 111,765 | $288K |
| 10 | DIAMOND HILL CAPITAL MANAGEMENT INC | 0.9% | 98,838 | $255K |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.