Donald Hayward
ClearfieldAbout Donald R. Hayward
Independent director (age 67) serving on Clearfield’s board since 2007, currently Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee . The board affirmed his independence under Nasdaq rules in its November–December 2024 review . Tenure includes leadership focus on ESG oversight, succession planning, and strategic development at the board level .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schaffer Manufacturing | President | Sep 2017 – Oct 2020 | Led a privately held metal fabrication company serving telecom and other industries |
| Schaffer Manufacturing | Executive Advisor | Sep 2016 – Aug 2017; Nov 2020 – Apr 2021 | Senior advisory roles around operations and strategy |
| Engel Diversified Industries | President | 2006 – 2017 | Led a manufacturer of fabricated metal products across multiple industries |
| Minnesota Technology, Inc. | Director of Corporate Services | 1997 – 2006 | Specialized in business growth, strategic and leadership development, supporting Minnesota’s technology community |
External Roles
- Other public company directorships: None disclosed .
Board Governance
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 6 meetings |
| Audit | Member | 4 meetings |
| Compensation | Not a member | 8 meetings (committee total) |
- Independence: Board determined Hayward is independent (all directors except CEO) .
- Attendance: Each nominee then serving attended at least 75% of Board and committee meetings in FY2024; Board met 10 times; regular executive sessions without management .
- Board leadership: Non-executive Chair; independent committees; CEO is not chair nor on committees .
- ESG oversight: Nominating & Corporate Governance Committee oversees ESG, shareholder engagement and disclosure .
- Shareholder engagement: Chairs and independent directors (including the Nominating & Governance Chair) led outreach in 2024; say‑on‑pay received 94% approval at 2024 AGM .
- Policies: Prohibition on director/executive hedging or pledging; robust clawback policy; annual director elections; majority vote resignation policy in uncontested elections .
Fixed Compensation
| Component (FY2024) | Amount/Detail | Vesting |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | n/a |
| Committee chair retainer (cash) | $10,000 (Nominating & Governance Chair) | n/a |
| Total cash earned (FY2024) | $50,000 | n/a |
| Restricted stock grant | 2,039 shares (approx. $60,000 target value) | Restrictions lapse one day prior to the 2025 Annual Meeting of Shareholders |
| Grant-date fair value recorded (FY2024) | $59,987 | n/a |
- Forward changes: Effective at the 2025 Annual Meeting, annual cash retainer increases to $50,000; the annual equity grant value increases to $80,000 .
Performance Compensation
| Metric | Weight/Target | Outcome |
|---|---|---|
| None disclosed for non-employee directors; equity awards are time-based restricted stock (no director PSUs/options outstanding at 9/30/2024) | n/a | n/a |
Other Directorships & Interlocks
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards listed in biography |
- Related-party transactions: Company reports no related-party transactions >$120,000 since FY2024, except compensation to an employee related to CEO/COO; no items involving Hayward disclosed .
Expertise & Qualifications
- Executive leadership in manufacturing and technology; board-level focus on ESG, succession planning, strategic development .
- Committee leadership experience (Nominating & Corporate Governance Chair); Audit Committee member .
- Independent status and engagement in shareholder outreach through committee leadership .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of 12/30/2024) | 11,997 shares |
| Shares outstanding (record date 12/30/2024) | 14,126,604 |
| Ownership as % of shares outstanding | ~0.085% (computed from 11,997 / 14,126,604) |
| Unvested restricted stock (at 9/30/2024) | 2,039 shares, vest one day before 2025 Annual Meeting |
| Stock ownership guidelines | Directors: 5x annual cash retainer |
| Guideline compliance | All directors serving ≥5 years exceed guidelines |
| Hedging/pledging | Prohibited for directors/executives |
Insider Trades
| Date | Type | Shares | Price | Notes/Source |
|---|---|---|---|---|
| 02/24/2023 | Acquisition | 974 | $0.00 | Form 4; common stock acquired, 9,958 shares owned after tx |
| 08/18/2022 | Sale | 1,200 | $120.50 | Form 4 sale; 8,984 shares owned after tx |
Governance Assessment
- Board effectiveness: Independent, long-tenured director with committee leadership across governance and audit; documented participation in ESG oversight and shareholder engagement processes .
- Independence and alignment: Independence affirmed; robust policies against hedging/pledging and strong ownership guidelines, with long‑serving directors (including Hayward) exceeding thresholds .
- Engagement and attendance: Meets ≥75% attendance threshold; Board holds regular executive sessions without management—supportive of independent oversight .
- Compensation and incentives: Director pay balanced between cash ($50,000 in FY2024) and time‑based equity ($59,987 grant-date value; 2,039 shares), with forward increases to market median per peer review—signals targeted board refreshment and workload recognition .
- Conflicts/red flags: No related-party transactions involving Hayward disclosed; company-wide majority vote resignation policy; say‑on‑pay approval at 94% in 2024 indicates supportive shareholder sentiment on governance and pay practices .