Charles Hayssen
ClearfieldAbout Charles N. Hayssen
Independent director of Clearfield, Inc. since 2008; age 73. He serves as Audit Committee Chair and sits on the Nominating and Corporate Governance Committee, and is designated an SEC “audit committee financial expert” based on prior finance leadership roles (CFO, COO) and board experience . He is independent under Nasdaq rules (the board affirmed all directors except the CEO are independent) and met at least 75% attendance for board and committee meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safeway Driving Schools | President | 2009 – Aug 2021 | Executive oversight; private company |
| Private Investor | Investor | 2007 – 2008 | Finance perspective |
| AllOver Media, Inc. | Chief Operating Officer | 2004 – 2007 | Operations leadership |
| ThinkEquity Partners LLC | Chief Financial Officer | 2002 – 2004 | Finance leadership; qualifications for audit expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No current public company directorships |
Board Governance
- Committees: Audit Committee (Chair); Nominating and Corporate Governance Committee member .
- Audit committee meetings: 4 in fiscal 2024; Nominating & Corporate Governance: 6; Compensation: 8 .
- Audit Committee financial experts on the committee include Hayssen; the board affirmed independence for all committee members .
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules .
- Attendance: Board met 10 times in fiscal 2024; each nominee then serving attended at least 75% of board and applicable committee meetings; executive sessions held regularly .
- Majority vote resignation policy in uncontested elections (directors failing to receive a majority must tender resignation) .
- ESG oversight resides with Nominating & Corporate Governance; board oversees risk through committees .
- Shareholder engagement: multi-year program; say‑on‑pay 94% approval at 2024 annual meeting .
Fixed Compensation
| Component | FY2024 Amount | Detail |
|---|---|---|
| Cash retainer | $50,000 | Base $40,000 plus $10,000 Audit Chair retainer |
| Restricted stock | $59,987 | Grant on Feb 23, 2024 of 2,039 shares; vests one day prior to 2025 annual meeting |
| Total | $109,987 | Sum of cash and equity value |
Director compensation structure (policy-level):
- Annual board retainer: $40,000; committee chair retainer: $10,000; annual equity grant valued at ~$60,000; non-employee directors had no stock options outstanding as of Sep 30, 2024 .
- Effective at the 2025 annual meeting: board retainer increases to $50,000; annual equity grant increases to ~$80,000 .
Performance Compensation
| Metric Element | FY2024 Terms | Notes |
|---|---|---|
| Equity type | Restricted stock (time-based) | No director PSUs/options outstanding at 9/30/2024 |
| Grant date | Feb 23, 2024 | First business day after 2024 meeting |
| Shares | 2,039 | Approx. $60,000 value at grant |
| Vesting | Time-based; lapses one day prior to 2025 annual meeting | Annual cycle; no performance metric |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks |
|---|---|---|
| None | — | No known interlocks with Clearfield competitors/suppliers/customers |
Expertise & Qualifications
- Finance/operations veteran; prior CFO (ThinkEquity), COO (AllOver Media), and President (Safeway Driving Schools) .
- SEC-designated audit committee financial expert; enhances oversight of financial reporting, controls, and auditor independence .
- No other public company boards; aligns with policy against over-boarding and reduces outside interlock risk .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 139,860 | As of Dec 30, 2024; less than 1% of outstanding |
| Ownership % of outstanding | <1% | Company table “* Less than one percent” |
| Unvested RS (as of 9/30/2024) | 2,039 | Vests just before 2025 annual meeting |
| Stock options | None outstanding (non-employee directors) | As of 9/30/2024 |
| Pledging/hedging | Prohibited by policy | No hedging or pledging by directors/officers |
| Ownership guidelines | 5x annual cash retainer for directors | Applies to non-employee directors |
| Guideline compliance | Exceeds (for 5+ years’ service) | Board states all execs/directors ≥5 years exceed |
Outstanding shares entitled to vote at record date: 14,126,604, for context in computing percentages .
Governance Assessment
- Board effectiveness: Hayssen’s audit leadership and financial expert status are positives for oversight of audit quality, internal controls, cyber/data risk, and auditor selection; Audit Committee is fully independent and met regularly .
- Independence and engagement: Independent director; attended ≥75% of meetings; board conducts executive sessions and annual evaluations; robust shareholder engagement and majority vote resignation policy bolster accountability .
- Alignment: Material personal stake (139,860 shares) plus director ownership guidelines; prohibitions on hedging/pledging; equity is time-based and annual, promoting long-term alignment without short-term metric gaming .
- Compensation: Chair premium appears modest; equity vest synchronized to annual meeting; retainer/equity increases to better match peers while maintaining straightforward structure (no discretionary director performance pay) .
- Conflicts/related parties: Company reports no related-party transactions over $120,000 in FY2024 except compensation to an employee related to the COO/CEO, not involving Hayssen; policy framework includes clawback and insider trading restrictions .
RED FLAGS: None identified specific to Hayssen (no other public directorships or pledging; independent; attendance meets threshold; no reported related-party transactions tied to him) .
Signals supporting investor confidence: Independent audit chair and financial expert designation; robust governance practices (clawback, no hedging/pledging, majority vote resignation); strong say‑on‑pay outcome (94%) indicating shareholder support for governance and pay practices .