Rex L. Davidson
About Rex L. Davidson
Rex L. Davidson (age 75) has served as an independent director of Acme United Corporation since 2006. He is President of Rex Davidson Associates, LLC (since 2009) and previously led Goodwill Industries of Greater New York and Northern New Jersey as President and CEO (1982–2009), with advisory focus areas that include data privacy/cybersecurity and human capital. His experience also includes serving as Executive Director of the Helms Fund (2013–2019) and of Las Cumbres Community Services (2009–2019), with a subsequent role as Director of Special Initiatives (2020–2021) . The Board classifies Mr. Davidson as an independent director under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goodwill Industries of Greater New York and Northern New Jersey, Inc. | President & Chief Executive Officer | 1982–2009 | Led >2,000 employees and >$100M revenue; experience spans environmental/climate, data security, diversity, retail pricing/trends |
| Goodwill Industries Housing Corporation | President | Not disclosed | Governance leadership associated with Goodwill operations |
| Las Cumbres Community Services | Executive Director; Director of Special Initiatives | 2009–2019; 2020–2021 | Oversaw developmental disability and mental health services; data security emphasis |
| Helms Fund | Executive Director | 2013–2019 | Provided gap financing for socially responsible ventures |
| Rex Davidson Associates, LLC | President (management consulting) | 2009–present | Advises on data privacy/cybersecurity and human capital (recruit/retain diverse workforce) |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company directorships | — | — | No other public company directorships are disclosed in ACU’s proxy biography for Mr. Davidson . |
| Non-profit/academic boards | — | — | Not specified beyond roles above . |
Board Governance
- Independence: Determined independent by the Board under NYSE American standards .
- Committees (2024/2025): Audit (member), Compensation (member), and Nominating (member) . He is not listed as a committee chair; Audit is chaired by Ward; Compensation by Holden; Nominating by Holden .
- Audit Committee report signatory (2024): Davidson is listed among members signing the report, evidencing active participation .
- Attendance: The Board held 7 meetings in 2024; each director attended at least 75% of aggregate board and committee meetings of which they were a member . All board members attended the virtual 2024 annual meeting of shareholders .
- Board structure: CEO and Chair roles are combined; no lead independent director .
Fixed Compensation
- 2024 director fee schedule: annual fee $47,790; $2,735 per board meeting; $1,245 per committee meeting; $2,370 per committee meeting for chairs; $5,765 annual stipend to Audit Chair .
- 2023 director fee schedule: annual fee $45,080; $2,580 per board meeting; $1,080 per committee meeting; $2,235 per committee meeting for chairs; $5,440 annual stipend to Audit Chair .
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | $73,280 | Company paid additional cash in lieu of annual option grant (see Performance Compensation) . |
| 2024 | $79,360 | Standard fees plus meeting fees based on participation; chairs receive additional fees (Davidson not listed as chair) . |
Performance Compensation
- Equity plan and 2024 structure: Under the 2017 Non‑Salaried Director Stock Option Plan, incumbents ordinarily receive 5,000 options annually; in 2024, ACU instead granted 2,500 options and paid additional cash equal to the fair value of 2,500 options to each non‑salaried director . Exercise price for 2024 director options: $38.26 per share, exercisable in full one day after grant .
- 2023 structure: No annual option grant; Company paid cash in lieu of options to each non‑employee director .
| Year | Option Awards ($, grant date fair value) | Options Granted (shares) | Exercise Price | Vesting | Additional Cash Paid ($) |
|---|---|---|---|---|---|
| 2023 | — (no annual option grant) | — | — | — | $48,500 |
| 2024 | $42,900 | 2,500 (annual) | $38.26/share | Full one day after grant | $50,250 (cash equal to FV of 2,500 options on July 31, 2024) |
Other Directorships & Interlocks
- Interlocks/related-party transactions: ACU reports no related person transactions since January 1, 2023 (2025 proxy), and the Audit Committee must review and approve any such transactions under its charter . The 2024 proxy similarly reports none since January 1, 2022 .
- Cross‑company compensation committee interlocks: Not disclosed for Davidson; ACU provides general independence criteria definitions; Davidson remains independent .
Expertise & Qualifications
- Core expertise: Senior leadership of large organizations; data privacy and cybersecurity; human capital/diversity; retail trends and pricing .
- Board contribution: ACU cites Davidson’s experience managing complex organizations and compensation across personnel levels as “of significant benefit” to the Company .
Equity Ownership
- Beneficial ownership as of March 5, 2025: 22,728 shares (includes 21,500 shares issuable upon exercise of options within 60 days); 0.6% of class .
- Beneficial ownership as of March 6, 2024: 30,228 shares (includes 29,000 shares issuable upon exercise of options within 60 days); 0.8% of class .
- Aggregate options outstanding (non-employee directors) as of Dec 31, 2024: Davidson held 31,500 options .
| Date | Beneficial Ownership (shares) | Of which: Options included (within 60 days) | Percent of Class |
|---|---|---|---|
| Mar 6, 2024 | 30,228 | 29,000 | 0.8% |
| Mar 5, 2025 | 22,728 | 21,500 | 0.6% |
Director Compensation Summary (Total and Mix)
| Year | Fees Cash ($) | Option Awards ($) | Additional Cash in Lieu of Options ($) | Total ($) |
|---|---|---|---|---|
| 2023 | $73,280 | — | $48,500 | $121,780 |
| 2024 | $79,360 | $42,900 | $50,250 | $172,780 |
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 Annual Meeting results: Say‑on‑pay received 2,608,573 “For,” 36,005 “Against,” 45,414 “Abstain” (629,353 broker non‑votes). Shareholders selected annual frequency for say‑on‑pay (2,154,263 votes for 1‑year cadence) .
- Auditor ratification passed with 3,305,685 “For,” 8,093 “Against,” 5,567 “Abstain” .
Policy & Risk Considerations Relevant to Alignment
- Hedging/pledging: ACU states it “has not adopted any practices or procedures regarding the ability of its employees (including officers) or its directors to engage in transactions that hedge or offset any decrease in the market value” of ACU equity—lack of a hedging prohibition can be viewed as an alignment gap versus prevailing governance best practices .
- Board leadership structure: CEO/Chair roles combined; no lead independent director .
Governance Assessment
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Strengths:
- Independence: Davidson is an independent director serving on key oversight committees (Audit, Compensation, Nominating), supporting board effectiveness .
- Engagement: Board reports at least 75% attendance for all directors; Davidson signed the Audit Committee report, indicating active involvement in financial oversight .
- Conflicts: No related‑party transactions disclosed; Audit Committee oversight framework in place for any related‑person transactions .
-
Watch items:
- Ownership alignment: Beneficial ownership is largely comprised of options rather than outright shares; as of Mar 5, 2025, 21,500 of 22,728 beneficial shares are option‑based .
- Compensation mix: Director pay in 2023 and 2024 relied significantly on cash (fees and cash paid in lieu of options), with a partial return to option grants in 2024 (2,500 shares plus additional cash equal to 2,500 options’ fair value) .
- Policy gap: No hedging prohibition for directors/employees is disclosed .
- Board structure: CEO/Chair combination with no lead independent director concentrates leadership authority .
-
Shareholder sentiment: High support for say‑on‑pay and annual frequency in 2025 suggests overall investor comfort with ACU’s compensation and governance framework in the period, despite the structural watch items above .
RED FLAGS
- No hedging policy disclosed for directors and employees .
- CEO and Chair roles combined; no lead independent director .
- Heavy cash component in director compensation, particularly 2023 cash in lieu of options; 2024 included both options and additional cash .
POSITIVE SIGNALS
- Independent director on three core committees; Audit Committee signatory .
- No related‑party transactions disclosed involving directors/officers since Jan 1, 2023 .
- Strong say‑on‑pay support and shareholder preference for annual say‑on‑pay .