Donald G. Calder
About Donald G. Calder
Donald G. Calder, age 87, has served as an independent director of Central Securities Corporation since 1982. He was Chairman of Clear Harbor Asset Management (2010–2020) following a 45-year affiliation with private investment firm G.L. Ohrstrom & Co., where he served as President; prior public company directorships include Brown‑Forman (through 2010), Carlisle Companies (through 2009), and Roper Technologies (through 2008). His disclosed board credentials emphasize private equity investing and prior public board experience; he is classified as independent (not an “interested person” under the Investment Company Act).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clear Harbor Asset Management, LLC | Chairman | 2010–2020 | Leadership of investment firm; governance/strategy experience |
| G.L. Ohrstrom & Co. (private investment firm) | President; 45-year affiliation | Prior to 2010 (45 years) | Private equity investing expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brown‑Forman Corporation | Director | Through 2010 | Former public company directorship |
| Carlisle Companies, Inc. | Director | Through 2009 | Former public company directorship |
| Roper Technologies, Inc. | Director | Through 2008 | Former public company directorship |
Board Governance
- Independence: Independent director under NYSE American standards; not an “interested person” under the Investment Company Act.
- Board/committee structure and membership: Board has Audit and Compensation & Nominating Committees; both committees consist of L. Price Blackford, Simms C. Browning, Donald G. Calder, and David M. Poppe (all independent).
- Committee meeting cadence (2024): Audit Committee met 2 times; Compensation & Nominating Committee met 1 time.
- Board meetings and attendance: Board held 8 regular meetings in 2024; all directors attended at least 75% of Board and committee meetings. In 2023, Board held 8 meetings; all directors attended at least 75% except Mr. Poppe (73%).
- Leadership: Wilmot H. Kidd is Chairman; L. Price Blackford serves as Lead Independent Director; executive sessions of independent directors are held at least quarterly.
- Audit Committee report: Committee reviewed 2024 audited financials, discussed independence with KPMG LLP, and recommended inclusion in Annual Report; members listed (Blackford, Browning, Calder, Poppe).
- Section 16 compliance: All required ownership reports were timely filed for year ended December 31, 2024.
Fixed Compensation
| Component | 2024 Amount/Policy | 2023 Amount/Policy |
|---|---|---|
| Annual director retainer (non‑officer directors) | $40,000 per director | $40,000 per director |
| Board meeting fee | $1,000 per meeting participated | $1,000 per meeting participated |
| Committee meeting fee (Audit; Comp & Nominating) | $1,000 per committee meeting participated | $1,000 per committee meeting participated |
| Lead Independent Director retainer | $10,000 additional annual retainer | $10,000 additional annual retainer |
| Calder—Aggregate compensation received | $51,000 (2024) | $51,000 (2023) |
Performance Compensation
| Element | Details |
|---|---|
| Equity awards (RSUs/PSUs/options) | Not disclosed for directors; proxy describes only cash retainers/meeting fees for directors (no equity or performance‑based pay). |
| Performance metrics tied to director pay | None disclosed for directors. |
| Clawbacks/COC provisions for directors | Not disclosed for directors. |
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Conflict Notes |
|---|---|---|---|
| Brown‑Forman Corporation | Director | Through 2010 | Former role; no current interlock at CET disclosed. |
| Carlisle Companies, Inc. | Director | Through 2009 | Former role; no current interlock at CET disclosed. |
| Roper Technologies, Inc. | Director | Through 2008 | Former role; no current interlock at CET disclosed. |
Expertise & Qualifications
- Private equity investing expertise via leadership at G.L. Ohrstrom & Co.; board states Calder brings knowledge of private equity investing and valuable experience from prior public company boards.
- Long tenured CET board service since 1982, providing continuity and historical context.
Equity Ownership
| Date (as of) | Total Beneficial Shares | % of Outstanding | Direct Holdings | Indirect – IRA | Indirect – Spouse | Indirect – Calder Foundation |
|---|---|---|---|---|---|---|
| 12/31/2024 | 119,484 (see footnote) | <1% (per proxy footnote) | 88,357 | 4,171 | 15,423 | 11,534 (Calder is President/Treasurer; disclaims beneficial ownership) |
| 12/31/2023 | 114,535 (see footnote) | <1% (per proxy footnote) | 83,009 | 3,999 | 14,784 | 11,056 (Calder is President/Treasurer; disclaims beneficial ownership) |
Notes:
- For 2024, proxy footnote clarifies inclusion of spouse’s shares and the Calder Foundation shares; Calder disclaims beneficial ownership of spouse and foundation holdings.
- Form 5 filings report year‑end direct/indirect balances.
Insider Trades (Form 5 Summary)
| Fiscal Year End | Filing Date | Form | Reported Transactions/Notes |
|---|---|---|---|
| 12/31/2024 | 01/30/2025 | Form 5 | Year‑end holdings reported; note: includes shares received in a non‑reportable transaction. |
| 12/31/2023 | 02/01/2024 | Form 5 | Journal transfer: 1,036 A and 1,036 D (IRA transfer); includes shares received in a non‑reportable transaction. |
| 12/31/2022 | 02/06/2023 | Form 5 | Journal transfer: 651 A and 651 D (Transfer from IRA). |
| 12/31/2021 | 02/04/2022 | Form 5 | Year‑end holdings; includes shares received in a non‑reportable transaction. |
| 12/31/2017 | 02/02/2018 | Form 5 | Journal transfer: 1,000 A and 1,000 D (IRA distribution). |
Governance Assessment
- Independence and committee work: Calder is one of four fully independent directors who collectively populate both the Audit and Compensation & Nominating Committees, a structure that supports oversight separation from management. Committee activity levels (Audit met twice; Comp & Nominating once in 2024) and Board attendance thresholds were met.
- Ownership alignment: Calder’s beneficial ownership was 119,484 shares as of 12/31/2024 (<1% of outstanding); holdings include direct and IRA positions plus spouse and foundation shares (the latter two disclaimed), evidencing meaningful, though sub‑1%, personal alignment.
- Pay structure: Director compensation is entirely cash (retainer plus meeting fees) with no equity or performance‑based elements disclosed; Calder received $51,000 in 2024, consistent with 2023. This conservative structure avoids pay‑for‑performance misalignment but provides limited equity alignment via compensation itself.
- Engagement and oversight: Regular executive sessions at least quarterly and a Lead Independent Director provide channels for independent oversight; Audit Committee affirmed auditor independence and recommended financial statements for inclusion.
- Potential red flags or watch items:
- Very long tenure (director since 1982) and advanced age (87) can raise board refreshment and independence‑over‑time questions for some investors, though CET discloses continued independence status.
- Related‑party/pledging: Proxy discloses spouse and foundation holdings with disclaimers of beneficial ownership; no pledging or related‑party transactions were disclosed in the cited sections.