Susan H. Murphy
About Susan H. Murphy
Independent director of Acme United Corporation; age 73 and director since 2003. Vice President Emerita of Cornell University, following a 38‑year career across admissions, student services, and development; holds a Ph.D. in Educational Administration from Cornell. Serves on ACU’s Compensation Committee; designated as an independent director under NYSE American rules; also named as a proxy holder for the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Cornell University | Dean of Admissions & Financial Aid | 1985–1994 | Senior leadership in admissions and financial aid |
| Cornell University | Vice President of Student & Academic Services | 1994–June 2015 | Oversight of student and academic services across a complex institution |
| Cornell University | Alumni Affairs & Development (post‑VP role) | 2015–2016 | Continued senior leadership until retirement |
| Cornell University | Vice President Emerita | 2016–present | Emerita status reflecting career contributions |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Adelphi University | Trustee; Vice Chair of Board | Trustee since 2013; Vice Chair 2016–2021 | Chair, Academic Affairs & Student Life Committee until term ended in 2024 |
| Kendal at Ithaca (non‑profit CCRC) | Director | 2014–2023 | Board service in senior living governance |
| Kendal Corporation | Director | Jan 2025–present | Governance Committee member |
Board Governance
- Committees: Compensation Committee member; not a chair. Compensation Committee met three times in 2024 .
- Independence: Board determined she is independent under NYSE American standards .
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of aggregate board and applicable committee meetings. All directors attended the virtual 2024 annual meeting .
- Board leadership: ACU combines CEO and Chair roles; the company has no Lead Independent Director .
- Proxy designation: Named as a proxy holder for the 2025 annual meeting .
Fixed Compensation
| Component | Policy / Amount | 2024 Amount (Murphy) |
|---|---|---|
| Annual cash retainer | $47,790, payable quarterly | $73,405 (incl. meeting fees) |
| Board meeting fee | $2,735 per meeting | Included in cash total |
| Committee meeting fee | $1,245 per meeting | Included in cash total |
| Committee chair fee | $2,370 per committee meeting (chair); Audit Chair additional $5,765 annually | Not applicable (not a chair) |
| Additional cash in lieu of options | Cash paid equal to fair value of 2,500‑share option on July 31, 2024 | $50,250 |
| Total 2024 director compensation | Cash + options + additional cash | $166,555 |
Performance Compensation
| Equity Element | Grant Mechanics | 2024 Details |
|---|---|---|
| 2017 Non‑Salaried Director Stock Option Plan | Typical annual grant up to 5,000 options to incumbents; board may adjust | In 2024, incumbents received 2,500 options plus cash equal to fair value of 2,500 options |
| Exercise price | Fair market value (average trading price) on grant date | $38.26 per share |
| Vesting | Options became exercisable in full one day after grant | Immediate (next day) exercisability |
| Dr. Murphy’s 2024 option grant | Aggregate grant fair value on grant date | $42,900 |
Commentary: ACU paid partial cash in lieu of the customary annual director option grant and set options to become fully exercisable one day after grant, which reduces long‑term vesting risk and may weaken multi‑year alignment signals compared to multi‑year vesting equity .
Compensation Committee Performance Framework (Murphy oversight)
| Metric / Mechanic | 2024 Policy |
|---|---|
| Bonus pool | 15% of budgeted pre‑tax net income; scales to 16% at 110% of budget; declines to 14% at 90% of budget |
| Individual baseline | 15% of base salary allocated to key managers; adjusted 0–25% based on individual performance; capped to accrual |
| Payment contingency | No bonus if operating budget not achieved; eight of the last sixteen years had no NEO bonuses |
| 2023–2024 outcome | No cash bonuses under plan; transaction‑based bonuses paid tied to the 11/1/2023 asset disposition of Camillus & Cuda |
Other Directorships & Interlocks
| Company / Institution | Public? | Role | Potential Interlock |
|---|---|---|---|
| Adelphi University | No | Trustee; Vice Chair; Committee Chair | None disclosed with ACU counterparties |
| Kendal at Ithaca | No | Director | None disclosed with ACU counterparties |
| Kendal Corporation | No | Director; Governance Committee | None disclosed with ACU counterparties |
Expertise & Qualifications
- Ph.D. in Educational Administration; extensive senior management experience in a large, complex institution .
- Specific expertise in employee compensation and development/implementation of diversity policies; identified by ACU as helpful to the company .
Equity Ownership
| Item | Amount / Detail |
|---|---|
| Beneficial ownership (shares) | 28,787; includes options exercisable within 60 days (21,500) |
| Percent of class | 0.8% (based on 3,754,498 shares outstanding as of Mar 5, 2025) |
| Aggregate director options outstanding (Murphy) | 31,500 options as of Dec 31, 2024 |
| Shares outstanding (reference) | 3,754,498 |
| Hedging / pledging policy | Company has not adopted practices restricting hedging by directors or employees (potential misalignment risk) |
Say‑on‑Pay & Shareholder Feedback
| Vote Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑Pay (For/Against/Abstain/Broker non‑votes) | 2,215,845 / 79,415 / 6,572 / 648,576 | 2,608,573 / 36,005 / 45,414 / 629,353 |
| Say‑on‑Pay frequency (1/2/3 years/Abstain) | — | 2,154,263 / 2,521 / 488,289 / 44,919 |
| Auditor ratification (For/Against/Abstain) | 2,927,373 / 18,864 / 4,171 | 3,305,685 / 8,093 / 5,567 |
Governance Assessment
- Strengths
- Independent director with deep institutional leadership and compensation/diversity expertise; serves on Compensation Committee overseeing pay programs .
- Good engagement: at least 75% attendance in 2024; full board attendance at 2024 annual meeting; appointed proxy holder for 2025 AGM .
- Ownership alignment: 28,787 shares beneficially owned (0.8% of shares) and material options position; no related‑party transactions since Jan 1, 2023 .
- Shareholder support: robust say‑on‑pay approvals in 2024 and 2025; annual say‑on‑pay frequency preferred by shareholders .
- Watch items / RED FLAGS
- Combined CEO/Chair with no Lead Independent Director can dilute independent oversight, elevating governance risk .
- No anti‑hedging policy adopted for directors/employees; potential misalignment with long‑term shareholder interests if hedging occurs .
- 2024 director options became fully exercisable one day after grant and were partially replaced with cash—reduces multi‑year, at‑risk equity exposure for directors .
Overall signal: Murphy’s independence, tenure, and compensation/delivery expertise are positives for board effectiveness. The absence of a lead independent director and anti‑hedging policy, plus immediate‑vest/cash substitution for director equity, are notable governance trade‑offs that investors should monitor .