Elizabeth Fessenden
About Elizabeth A. Fessenden
Elizabeth A. Fessenden, age 70, has served as an independent director of Ampco‑Pittsburgh Corporation (AP) since 2017; she chairs the Compensation Committee and sits on the Executive Committee and Finance & Investment Committee . Prior to retirement, she spent nearly three decades in leadership roles at Alcoa Inc., including President of the flexible packaging division and President of primary metals allied businesses; she holds Bachelor’s and Master’s engineering degrees and an MBA from Clarkson University and is principal of Fessenden Associates, a business consulting company since 2008 . She is currently a director of Fluence Energy (NASDAQ: FLNC) and serves on the Board of Plan International USA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcoa Inc. | President, Flexible Packaging Division; President, Primary Metals Allied Businesses; Operations roles | Nearly three decades | Led large-scale operations in metals and packaging |
| Private Equity Firm | Operations Principal | 2006–2008 | Operational value creation |
| Fessenden Associates | Principal | 2008–present | Advisory/consulting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluence Energy (FLNC) | Director | Appointed Oct 2021–present | Energy storage governance expertise |
| Plan International USA | Director | Ongoing | Non-profit board leadership |
| Alpha Metallurgical Resources (AMR) | Director (prior) | Feb 2021–Feb 2024 | Mining industry oversight |
| Meritor (MTOR) | Director (prior) | Jun 2021–Aug 2022 | Auto components industry governance |
| Quarles Petroleum | Director (prior) | 2015–2021 | Energy distribution oversight |
| Cardno (ASX: CDD) | Director (prior) | 2014–2015 | Engineering services governance |
| O’Brien & Gere | Director (prior) | 2008–2014 | Engineering/consulting oversight |
| Alloy Polymers | Advisory Board (prior) | Not disclosed | Polymers industry advisory |
| Polymer Group Inc. (OTC: POLGA) | Director (prior) | Not disclosed | Industrial materials board service |
Board Governance
- Independence: The Board determined Ms. Fessenden is independent under NYSE and company standards .
- Committees: Compensation Committee (Chair), Executive Committee member, Finance & Investment Committee member .
- Meeting cadence and attendance: 2024 meetings—Board (9), Compensation (6), Finance & Investment (7), Executive (0); all directors attended at least 90% of applicable Board and Committee meetings in 2024 . The company holds regular executive sessions of non‑management directors and separates Chair/CEO roles . All directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Director Cash Retainer | 50,000 | Paid quarterly; equity election available but not used in 2024 |
| Compensation Committee Chair Fee (incl. member fee) | 10,000 | Chair fee includes committee membership fee; no per-meeting fees |
| Finance & Investment Committee Member Fee | 3,750 | Annual committee member fee |
| Total Cash Fees Earned | 63,750 | Per director compensation table |
Performance Compensation
| Element | 2024 Value ($) | Vesting | Notes |
|---|---|---|---|
| Annual Restricted Stock Award | 70,004 | One-year cliff vest from grant date | Reported ASC 718 grant-date fair value; company determined 2024 share counts at $5.50 reference price to limit dilution in a low stock-price environment |
| Share-Count Determination Policy | — | — | 2024 director equity grants calculated using $5.50 per share rather than $1.61 closing price, resulting in substantially fewer shares; company states the award was “worth $20,492” as of grant date under this methodology |
| Hedging/Pledging | — | — | Directors prohibited from hedging or pledging company stock under Insider Trading Policy |
Note: Director equity is time‑based RS, not performance‑contingent; vesting occurs on the one‑year anniversary of grant .
Other Directorships & Interlocks
- Current public company board: Fluence Energy (FLNC) .
- Prior public boards: AMR, MTOR; plus private/non‑profit boards listed above .
- Interlocks/conflicts: No related‑party transactions exceeding $120,000 involving directors were reported since January 1, 2023; related‑party transactions are reviewed by the Nominating & Governance Committee per policy .
Expertise & Qualifications
- Deep operations and metals industry expertise from Alcoa leadership roles .
- Engineering and MBA education (Clarkson University) .
- Broad board experience across industrials, energy, and engineering services .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Shares held (total) | 102,822 | Includes direct and unvested restricted stock |
| Value of shares held | 223,124 | Based on NYSE closing price as of Mar 13, 2025 |
| Directly owned | 90,094 | As of Mar 13, 2025 |
| Unvested restricted stock (vesting within 60 days) | 12,728 | As of Mar 13, 2025 |
| Ownership guideline requirement | $150,000 | Directors must hold ≥3x $50,000 cash retainer |
| Compliance status | In excess of requirement | Marked “X” in proxy table |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans hedging/pledging |
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Fessenden oversees pay governance, engages an independent consultant (Pay Governance LLC), and administers the clawback policy adopted in 2023; the committee met six times in 2024 and has sole authority to retain advisors, enhancing independence .
- Independence and attendance: She is affirmed independent and met the Board’s attendance expectations; the Board maintains strong governance practices including separate Chair/CEO and regular executive sessions, supporting robust oversight .
- Ownership alignment: She exceeds the director stock ownership guideline ($150,000), with 102,822 shares valued at $223,124 as of Mar 13, 2025, aligning incentives with shareholders; hedging/pledging is prohibited .
- Director pay discipline: AP reduced share-counts for director equity by using a higher reference price ($5.50 vs $1.61) to limit dilution in a low-price environment; although ASC 718 values show $70,004 for 2024, the company emphasized a grant “worth $20,492” at market, signaling restraint; cash fees totaled $63,750 for Fessenden, consistent with chair/member responsibilities .
- Conflicts/related parties: No related‑party transactions since 2023 were reported; policies require committee review for transactions >$120,000. Large holders include The Louis Berkman Investment Company and Mario Gabelli, but no Fessenden-specific conflicts are disclosed .
- Shareholder sentiment: AP reports historically favorable Say‑on‑Pay outcomes and annual votes, indicating stable investor support for compensation governance overseen by the committee Fessenden chairs .
RED FLAGS: None disclosed specific to Fessenden—no related‑party transactions, no hedging/pledging, and ownership exceeds guideline .