Elwood D. Howse, Jr.
About Elwood D. Howse, Jr.
Elwood D. Howse, Jr. is an independent director of Capstone Holding Corp. (CAPS), age 85, serving since March 2025; he previously served on the CAPS board from 1987 to 2023 . He holds a BS in Engineering and an MBA from Stanford and served in the US Navy as a nuclear submariner; his background spans investment banking, venture capital, and corporate finance roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cable, Howse and Ragen (later Ragen MacKenzie) | Founder | 1982– | Built investment banking/brokerage platform |
| Cable & Howse Ventures | Co‑founder | 1977– | Early-stage technology VC; industry networks |
| Foster & Marshall | Vice President, Corporate Finance | 1976 | Corporate finance leadership |
| Seattle Stevedore Company; Miller Produce Company | Chief Financial Officer | 1974 | Financial management in operations businesses |
| Various public/private/non-profit enterprises | Director/Advisor | Various | Governance experience across sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Venture Capital Association | Board member | Not disclosed | Industry governance/standards exposure |
| Stanford Business School Alumni Association | Past President | Not disclosed | Alumni leadership; networked influence |
| US Navy | Nuclear submariner | Not disclosed | Technical/operational discipline |
| Other reporting companies | None | — | “Our directors are not directors in any other reporting companies.” |
Board Governance
- Independence: The board determined Mr. Howse is independent under Nasdaq Rule 5605(a)(2); he also meets SEC/Nasdaq committee independence standards .
- Committees: Audit Committee (member); Nominating & Corporate Governance Committee (member). Audit Chair: John M. Holliman, III (audit committee financial expert). Compensation Committee members do not include Mr. Howse; Chair: Fredric J. Feldman. Nominating & Corporate Governance Chair: Charles “Chuck” Dana (Lead Independent Director) .
- Class/Tenure: Class I director; nominated for re‑election at the 2025 Annual Meeting, with a one‑year term to expire at the 2026 Annual Meeting .
- Attendance/Engagement: The proxy does not disclose director attendance rates. Bylaws outline quorum, voting, remote participation, and consent actions, but no attendance statistics are provided .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Annual cash retainer (directors) | $20,000 | Paid quarterly in arrears | Adopted upon public offering (Mar 7, 2025) |
| Committee membership fees | Not disclosed | — | No committee fee schedule disclosed in proxy |
| Committee chair fees | Not disclosed | — | Chair roles identified; fees not disclosed |
| Meeting fees/expenses | Not specifically disclosed | — | Bylaws allow meeting stipends/expenses but do not state practice/amounts |
Performance Compensation
| Parameter | Value | Detail |
|---|---|---|
| 2025 Stock Incentive Plan reserve | 21.5% of outstanding common per quarter | Board-adopted Sep 18, 2025, subject to shareholder approval |
| Plan term | Through Sep 30, 2035 | Automatic termination; board may amend/suspend within rules |
| Eligible participants | Directors, officers, employees, consultants | “Eligible Persons” may receive stock, RSUs, options |
| Award types | Restricted/unrestricted stock; RSUs; stock options | Administered by Compensation Committee |
| Director grants | Not disclosed | No grant sizes/dates for directors disclosed |
No performance metrics (TSR, EBITDA, ESG, etc.), vesting schedules, clawbacks, or equity ownership guidelines for directors are disclosed in the proxy. The plan permits performance-based vesting but does not specify director metrics or targets .
Other Directorships & Interlocks
| Category | Entity | Role/Link | Notes |
|---|---|---|---|
| Other public company boards | None | — | Company states directors are not directors in other reporting companies |
| Non-profit/industry | National Venture Capital Association | Board member | Industry network |
| Alumni organization | Stanford GSB Alumni Association | Past President | Governance experience |
| Potential interlocks | Nectarine Management LLC | Not an owner | Nectarine owned by Toporek, Lipman, Strout, Holliman; Howse not listed |
Expertise & Qualifications
- Stanford BS Engineering and MBA; US Navy nuclear submariner training provides technical rigor and operational discipline .
- Founder/investor across investment banking and venture capital; CFO and corporate finance roles add financial oversight skills aligned with audit committee duties .
- Board affirms his qualifications bring “important financial and business experience” to CAPS .
Equity Ownership
| Holder | Shares Beneficially Owned (Common) | % of Common | % of Voting Power |
|---|---|---|---|
| Elwood D. Howse, Jr. | — | — | — |
| Note | — indicates none reported | — | — |
| Source | Security ownership table | — | — |
| All values per the proxy’s beneficial ownership table (no holdings shown for Mr. Howse) . |
Governance Assessment
- Strengths:
- Independent director with audit and nominating committee roles; audit committee has a designated financial expert; lead independent director chairs Nominating & Governance .
- No outside reporting-company directorships, reducing external time conflicts .
- Weaknesses/RED FLAGS:
- Extensive related‑party arrangements with Brookstone‑affiliated entities (consulting fees, financing, warrants), including BP Peptides, Stream Finance, BPA XIV conversions and advisory fee payments; board environment requires robust conflict oversight .
- Nectarine Management LLC (owned by four CAPS directors, not including Howse) holds Series B Preferred with consent rights over major corporate actions; proposed Consent Fee of 0.25%–2% per transaction plus legal reimbursements and potential dilution if paid in stock; recurring resubmission clause every 90 days heightens influence and cost—material governance risk despite disinterested committee review .
- Beneficial ownership shows no reported holdings for Howse; lack of disclosed director ownership guidelines and alignment policies may weaken pay‑for‑performance/skin‑in‑the‑game optics .
Additional Notes Relevant to Board Effectiveness and Investor Confidence
- Committee independence: Board determined all members of audit, compensation, and nominating committees satisfy SEC/Nasdaq independence standards; Howse sits on audit and nominating committees .
- Compensation committee practices: Reviews peer pay; does not engage compensation consultants—potential expertise gap on complex equity plan design and governance tradeoffs .
- Lead Independent Director: Charles Dana serves as LID; indicates a structure for independent board leadership .
- Attendance: The proxy and bylaws provide process but do not disclose meeting attendance rates; investors lack visibility into director engagement .
Insider Trades (Form 4) — Summary
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | 10b5‑1 trading plans: None disclosed |
Form 4 transactions are filed separately with the SEC; the proxy does not provide director trading history. No 10b5‑1 plans are disclosed for directors/officers .
Compensation Committee Analysis
- Members/Chairs: Compensation Committee comprises Fredric J. Feldman (Chair), Charles Dana, John M. Holliman; Howse is not a member .
- Consultants: The company does not engage compensation consultants; peer review done internally .
- 2025 Plan impact: Large quarterly share reserve (21.5%) with “Specified Awards” exclusion mechanism could materially increase dilution; compensation risk warrants close oversight by independent directors (including Howse via nominating/governance) .
Related Party Transactions — Conflict Context
- Brookstone Partners IAC consulting: $400,000 annually; special services fee 2% of acquisition consideration; additional 5% of EBITDA over $4M; accrued $351,000 as of Dec 31, 2024 .
- Stream Finance mezzanine term loan and accrued interest managed by Brookstone Partners .
- Equity/warrant arrangements benefiting Brookstone affiliates (BP Peptides, Brookstone IAC) with vesting/exercise terms; potential dilution .
- Nectarine Series B consent rights and proposed fee letter elevate influence over major transactions; disinterested review by Nominating & Governance Committee is disclosed, with recusal of interested directors .
Governance implication: While Howse is independent and sits on committees overseeing conflicts, the overall conflict landscape is significant; robust disclosure and committee oversight will be critical to protect minority shareholders .