William Gehl
About William D. Gehl
William D. Gehl, age 78, is an independent director and currently serves as Chairman of the Board at Astec Industries; he has been a director since 1999 and sits on the Nominating and Corporate Governance Committee . He is the former Chairman and CEO of Gehl Company (compact construction equipment) and holds a B.A. in Economics (Notre Dame), J.D. (Wisconsin), and MBA in Finance (Wharton); he is a member of the Wisconsin and Florida state bars . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gehl Company | Director (since 1987), CEO (1992–2009), Chairman (1996–2009) | 1987–2009 | Led a publicly owned construction equipment manufacturer; broad experience in strategic planning, manufacturing, marketing, and financing . |
| IBD of Southeastern Wisconsin (Interstate Batteries distributor) | Owner and Chairman | Since June 2011 | Oversight of distribution operations; privately held enterprise . |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| FreightCar America, Inc. | Chairman of the Board and Director | Railcar manufacturing (public) | Current public company directorship; adds industrial manufacturing and governance expertise . |
Board Governance
- Roles and independence: Independent Chairman of the Board; presides over and sets the agenda for Board meetings; Board periodically reviews leadership structure . Independent directors meet in executive session at least four times per year .
- Committees: Member, Nominating and Corporate Governance Committee (NCGC); NCGC chaired by Mary L. Howell .
- Meetings and attendance: In 2024, the Board held six meetings; NCGC held three; each incumbent director attended at least 75% of Board and committee meetings, and directors (not retiring) attended the 2024 Annual Meeting .
| Governance Item | 2024 Data |
|---|---|
| Board meetings held | 6 |
| NCGC meetings held | 3 |
| Executive sessions (independent directors) | At least 4 per year |
| Attendance threshold achieved | ≥75% for each incumbent director |
| Committee role | NCGC (member; not chair) |
| Board role | Independent Chairman |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned (Paid in Cash) | $163,125 |
| Stock Awards (RSUs grant-date fair value) | $125,000 |
| Total | $288,125 |
Material plan terms applicable to non-employee directors:
- Annual Board retainer: $75,000 (cash, stock, or deferred stock election) .
- Supplemental retainers: Non-Executive Chairman $90,000; NCGC member $7,500; NCGC chair $15,000; Audit chair $20,000; Compensation chair $15,000; Audit member $10,000; Compensation member $7,500 .
- Annual stock award: RSUs valued at $125,000 (increased from $110,000 in May 2024); RSUs vest and convert the day prior to the next Annual Meeting unless deferred .
Performance Compensation
Company’s 2024 Annual Incentive Plan metrics (executive pay context; directors do not receive performance bonuses):
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Unweighted Payout % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 50% | $110.4M | $138.0M | $165.6M | $111.8M | 52% |
| Working Capital Turnover (x) | 25% | 3.2 | 4.0 | 4.8 | 3.6 | 77% |
| Strategy Execution (ERP milestones) | 25% | 50% | 100% | 200% | 50% | 50% |
| Weighted Overall Payout | — | — | — | — | — | 58.1% |
Long-term incentive design for executives: 50% time-based RSUs (3-year ratable vesting) and 50% PSUs (3-year performance period) split evenly between Adjusted ROIC and relative TSR (0–200% payout; linear interpolation) .
Other Directorships & Interlocks
- Current public board: FreightCar America (Chairman and Director) .
- Compensation Committee interlocks: None in 2024 (no cross-director executive relationships; no insider participation) .
Expertise & Qualifications
- Prior public company CEO and Chairman; deep manufacturing and operational experience; finance and governance knowledge; M&A/integration experience .
- Skills matrix indicates strengths across Finance, Accounting/Auditing, Government/Regulatory, HR/Compensation, Industry Experience, International, Manufacturing/Operational Excellence, M&A, Public Company Executive Experience, Strategy, and Technology (as applicable) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficially owned shares (as of Feb 27, 2025) | 36,754 (<1% of 22,803,976 outstanding) |
| RSUs (convert within 60 days of Feb 27, 2025) | 2,976 |
| Deferred stock units (payable within 30 days of termination of service) | 18,811 |
| Director stock ownership guidelines status | Met target ownership level as of Jan 1, 2025 |
| Anti-hedging policy | Hedging transactions prohibited for directors |
Unvested/Deferred Awards (as of Dec 31, 2024):
| Award Type | Units |
|---|---|
| Unvested RSUs | 2,976 |
| Deferred Stock Awards | 18,811 |
Governance Assessment
- Strengths: Independent Chairman; long-tenured industry operator; active NCGC participation; compliance with attendance expectations; robust director stock ownership (guidelines met); anti-hedging policy; strong shareholder support for executive pay (98% say‑on‑pay approval in 2024) .
- Potential risks/considerations: Mandatory retirement age policy is 75 with re‑nomination generally not permitted thereafter unless waived; at 78, Gehl continues serving through his term ending 2026, signaling likely near‑term board refresh considerations . No related‑party transactions disclosed for Gehl; one related-party customer transaction involved another director and was ratified by the Audit Committee (low magnitude) . Frequent executive sessions and independent committee structures mitigate conflicts and support oversight quality .