Charles Dana
About Charles Dana
Charles “Chuck” Dana, age 70, is Lead Independent Director at Capstone Holding Corp. (CAPS) since March 2025 and serves as a Class III director with a term expiring at the 2027 annual meeting . He has 40+ years of financial and general management experience including GE (culminating as President, GE Locomotives Indonesia), President of Owens Corning Composites (2003–2010), Group President of Building Materials (2010–2015), EVP at Molded Fiber Glass Companies, and Operating Partner at Brookstone Partners since 2016 . The Board determined Mr. Dana is independent under Nasdaq rules; he is Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE | Successive finance roles; President — GE Locomotives Indonesia | Not disclosed | Senior leadership of industrial operations |
| Owens Corning | President, Composites Solutions Business | 2003–2010 | Grew sales from $1.2B to $2.4B via organic and acquisitions |
| Owens Corning | Group President, Building Materials | 2010–2015 | Insulation segment: 18 consecutive quarters of net income growth |
| Molded Fiber Glass Companies | EVP | Not disclosed | Executive leadership post-Owens Corning |
| Brookstone Partners | Operating Partner | 2016–present | Portfolio operations, M&A sourcing |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Brookstone Partners (private equity) | Operating Partner; Investor since 2003 | No | Affiliate to entities with multiple related-party transactions with CAPS |
| Other reporting companies | None | — | “Our directors are not directors in any other reporting companies.” |
Board Governance
- Lead Independent Director since March 2025; independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments:
- Nominating & Corporate Governance: Chair (Charles Dana), members Dana, Elwood D. Howse Jr., Fredric J. Feldman, Ph.D.; duties include oversight of conflicts, governance principles, committee composition .
- Compensation Committee: Member (Dana); members Feldman (Chair), Dana, John M. Holliman III; no external compensation consultant used .
- Audit Committee: Not a member; members Holliman (Chair, audit committee financial expert), Howse Jr., Feldman, Ph.D. .
- Board classification: six directors in staggered classes (Dana in Class III, term expiring 2027) .
- Attendance rate and executive session frequency: not disclosed in the proxy .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Annual cash retainer (director) | $20,000 | Paid quarterly in arrears | Adopted post-March 7, 2025 public offering |
| Committee membership fees | Not disclosed | — | No detail provided |
| Committee chair fees | Not disclosed | — | No detail provided |
| Meeting fees | Not disclosed | — | No detail provided |
Performance Compensation
| Element | Terms | Vesting/Performance Conditions | Dilution/Reserve |
|---|---|---|---|
| 2025 Stock Incentive Plan | Options, restricted/unrestricted stock, RSUs for directors, officers, employees, consultants; administered by Compensation Committee | Restricted stock generally vests over two or more years; RSUs settled in stock; may be time- or performance-based at Committee discretion | |
| Eligibility | Approx. 58 non-exec employees, 7 executive officers, 5 non-employee directors eligible | ||
| Share reserve formula | Maximum issuance limited to 21.5% of outstanding common stock each quarter (excluding “Specified Awards,” which can materially increase availability); reverts unissued/forfeited awards to pool | ||
| New grants to directors | Not disclosed | — | Future benefits not determinable |
Performance metrics tied to director compensation (e.g., TSR, EBITDA) are not specified in the plan or proxy; awards may include performance goals at the Compensation Committee’s discretion .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Consideration |
|---|---|---|
| Brookstone Partners | Dana is Operating Partner and longtime investor | Brookstone-affiliated entities have multiple related-party arrangements with CAPS (consulting fees, warrants, loans), raising perceived conflict risks despite Board’s independence determination |
| Nectarine Management LLC | Not an owner (owned by Toporek, Lipman, Strout, Holliman) | Holds all Series B Preferred; consent rights over major corporate actions; Company proposes paying Nectarine consent fees and legal reimbursements; Nominating & Governance Committee (chaired by Dana) reviewed/approved letter agreement |
Expertise & Qualifications
- Senior operating experience in industrials and building materials; led multi-billion-dollar businesses and delivered sustained profit growth at Owens Corning .
- M&A, portfolio operations expertise via Brookstone Partners Operating Partner role; deep financial and general management background .
- Board states he meets independence standards and contributes strategy/operations expertise .
Equity Ownership
| Holder | Shares of Common Stock Beneficially Owned | % of Common | % Voting Power |
|---|---|---|---|
| Charles Dana | 0 | 0% | 0% |
No disclosure of RSUs/stock options held by Dana; outstanding executive equity awards were zero for NEOs and prior plan fully vested; 2025 Plan anticipates future director awards but none disclosed for Dana .
Governance Assessment
- Committee leadership and independence:
- Positive: Lead Independent Director; chairs Nominating & Governance with explicit mandate over conflicts and governance principles; Board determined he satisfies Nasdaq independence .
- Risk: Dana’s Operating Partner role at Brookstone coincides with extensive related-party dealings (consulting fees $400k per annum to Brookstone Partners IAC; Stream Finance LLC mezzanine lender managed by Brookstone; advisory fee $200k paid to Brookstone for the 2025 public offering; warrants to Brookstone-affiliated entity), which can undermine perceived independence and board effectiveness in conflict oversight .
- Nectarine consent fee arrangement:
- Governance red flag: Proposed consent fees (0.25%–2% of transaction value) and $50k legal reimbursement per transaction to Nexus of Series B holder controlled by insiders; re-submission right every 90 days until approval. Though Dana is not an owner, his committee approved the letter; reinforces insider control and potential costs/dilution .
- Equity plan dilution risk:
- The 2025 Plan’s 21.5% quarterly reserve, with “Specified Awards” excluded from the cap, could be materially dilutive to common holders; directors (including Dana) are eligible recipients, creating alignment potential but also dilution risk .
- Compensation governance:
- No external compensation consultant; Compensation Committee relies on peer pay review; may limit independent benchmarking rigor in a complex related-party context .
- Attendance/executive sessions:
- Not disclosed; lack of transparency on engagement metrics .
- Legal/SEC risk:
- No legal proceedings disclosed for directors/officers .
RED FLAGS
- Brookstone-affiliated related-party transactions under Dana’s conflict oversight remit (perceived independence risk) .
- Nectarine consent fee proposal controlled by insider directors (costs, influence, potential dilution) .
- Aggressive equity plan reserve structure (potential dilution) .
- Lack of disclosure on board attendance/executive sessions .
- No compensation consultant in context of multiple insider relationships .
Implications for investor confidence
- Independence designation notwithstanding, Dana’s Brookstone ties and approval of the Nectarine arrangement may be viewed as weakening minority shareholder protections; close monitoring of committee decisions on related-party matters is warranted .
- Potential dilution from the equity plan and any stock-settled Nectarine fees could pressure valuation and governance optics; investors should scrutinize actual grants/issuances and voting outcomes on Proposal Seven and the 2025 Plan .
Insider Trades
| Date | Transaction | Shares | Price | Ownership Change |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — |
The 2025 DEF 14A does not include Form 4 data for Dana; no insider transactions are disclosed in the proxy .
Notes on Related-Party Transactions (context for conflicts)
- Brookstone Partners IAC consulting: $400,000 per annum; additional special services fee (2% of acquisition consideration) and management fee (5% of EBITDA above $4.0M); $351,000 accrued (2024 and 2023) .
- Stream Finance LLC mezzanine loan: $1.3M principal and $249k accrued interest; managed by Brookstone Partners .
- Advisory fee to Brookstone Partners: $200,000 in March 2025 related to Public Offering .
- Warrant: Brookstone Partners IAC warrant for up to 6,322 common shares; vested; exercise terms updated April 1, 2024 .
- Series B Preferred: Held by Nectarine; broad consent rights over corporate actions .