Ademir Sarcevic
ClearfieldAbout Ademir Sarcevic
Ademir Sarcevic, age 49, is an independent director of Clearfield, Inc. (CLFD) since December 2024; he serves on the Audit Committee and Compensation Committee and is designated by the Board as an “audit committee financial expert.” Professionally, he is Vice President, Chief Financial Officer and Treasurer of Standex International Corporation (NYSE: SXI) (September 2019–present). The Board’s November–December 2024 independence review determined all directors other than the CEO are independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standex International Corporation (NYSE: SXI) | VP, Chief Financial Officer & Treasurer | Sep 2019 – present | Public company CFO; brings finance and capital markets expertise to CLFD’s Audit Committee |
| Pentair plc (NYSE: PNR) | SVP & Chief Accounting Officer | 2018 – Sep 2019 | Oversight of accounting and reporting; relevant to audit oversight |
| Pentair plc | VP Finance & Global Controller | 2017 – 2018 | Global controllership; internal controls perspective |
| Pentair plc | CFO, Valves & Controls | 2016 – 2017 | Segment CFO; operations and M&A exposure |
| Pentair plc | VP, Corporate Audit | 2012 – 2016 | Internal audit leadership; risk and controls |
| Eisai Inc. (subsidiary of Eisai Co., Ltd.) | Corporate Controller; Head of Tax & Procurement | 2010 – 2012 | Cross-functional finance experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Standex International Corporation (NYSE: SXI) | VP, CFO & Treasurer | Public | Executive role (not a director) |
| Other public company boards | None | — | No other public directorships disclosed |
Board Governance
- Committees: Audit Committee and Compensation Committee (not chair). He is listed among Audit and Compensation Committee members as of Dec 30, 2024.
- Audit committee financial expert: The Board determined Mr. Sarcevic meets the SEC definition of an “audit committee financial expert.”
- Independence: Board’s Nov–Dec 2024 review found all directors other than the CEO independent under Nasdaq rules.
- Audit Committee scope and FY24 membership: He and Ms. Kelly were not members when the Audit Committee recommended inclusion of FY2024 financial statements in the 10-K (appointment occurred in Dec 2024).
- Board activity/attendance: In FY2024 the Board met 10 times; each nominee then serving attended at least 75% of meetings of the Board and their committees (note: Mr. Sarcevic joined after FY2024 year-end).
Fixed Compensation
Non-employee director cash compensation and retainers (company program):
| Component | FY 2024 | From 2025 Annual Meeting |
|---|---|---|
| Annual Board Retainer | $40,000 | $50,000 |
| Board Chair Retainer | $10,000 | $10,000 |
| Audit Committee Chair Retainer | $10,000 | $10,000 |
| Compensation Committee Chair Retainer | $10,000 | $10,000 |
| Nominating & Corporate Governance Committee Chair Retainer | $10,000 | $10,000 |
Notes:
- In September 2024, after peer benchmarking with Compensia, the Board approved increasing the annual Board retainer from $40,000 to $50,000 effective as of the 2025 Annual Meeting.
Performance Compensation
Non-employee director equity (time-based, not performance-metric-based):
| Element | Grant Timing | Shares/Value | Vesting |
|---|---|---|---|
| Annual Restricted Stock Award (FY2024 program) | First business day after 2024 Annual Meeting (Feb 23, 2024) | 2,039 shares (~$60,000 value) | Restrictions lapse one day prior to the 2025 Annual Meeting |
| Program change (effective after 2025 Annual Meeting) | First business day following 2025 Annual Meeting | Target value $80,000 (shares determined by fair market value) | Company’s standard annual director vesting; time-based |
Notes:
- The increase in target equity value for non-employee directors from $60,000 to $80,000 applies starting after the 2025 Annual Meeting.
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Standex International (NYSE: SXI) | Executive (CFO & Treasurer) | No Clearfield-related transactions disclosed | Company states no related person transactions >$120,000 since beginning of FY2024, other than compensation to a non-executive employee related to CEO/COO; none involve Mr. Sarcevic |
| Other public company boards | None | — | None disclosed |
Additional context:
- Director candidate sourcing: The Nominating & Governance Committee ran a recruitment process in Nov–Dec 2024; Ms. Kelly was identified by the CEO’s network, and Mr. Sarcevic independently contacted the CEO to express interest; no third-party search firm was engaged.
Expertise & Qualifications
- Finance, accounting, international business, manufacturing, and M&A; track record of improving financial performance and operational productivity.
- Audit oversight: Qualifies as an “audit committee financial expert” (SEC) and meets Nasdaq financial sophistication requirements.
- Independent director status under Nasdaq rules (Board’s Nov–Dec 2024 review).
Equity Ownership
Beneficial ownership as of December 30, 2024:
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Ademir Sarcevic | 305 | <1% (“*” in proxy) |
Programmatic ownership alignment policies:
- Stock ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash retainer (excluding chair/committee retainers); compliance expected within 5 years of election; measured as of each September 30.
- Hedging/pledging prohibition: Directors are prohibited from hedging or pledging company securities (includes margin purchases/borrowing, collars, forward contracts, options trading).
- Non-employee directors’ options: No stock options outstanding for non-employee directors at September 30, 2024.
Governance Assessment
Strengths and investor-confidence signals:
- Independent director with deep public-company CFO experience; designated audit committee financial expert, strengthening audit oversight.
- Clear independence determination by the Board; robust governance framework with independent chair and independent committees.
- Strong alignment policies: 5x retainer stock ownership guideline, hedging/pledging prohibited, and a clawback policy.
- Director compensation modernization: After peer benchmarking, retainer and equity values are being raised toward market median, which may support recruitment/retention without excessive risk.
- Shareholder support context: Say-on-pay received 94% approval at the 2024 Annual Meeting, indicating broad support for compensation governance (context for overall governance environment).
Watch items / potential risks:
- New director with short tenure (appointed Dec 11, 2024); committee impact will be demonstrated over coming cycles.
- Executive time demands: Concurrent role as CFO of another public company (SXI); CLFD’s governance policy addresses over-boarding (non-employee directors should serve on no more than four public company boards), and no exceptions noted.
- Sourcing optics: Mr. Sarcevic’s candidacy originated via direct outreach to CLFD’s CEO and the Board did not use a search firm; while disclosed, investors may monitor independence and succession rigor over time.
- Related-party transactions: None involving him disclosed; company notes one related employment compensation item unrelated to him.