Ronald Roth
ClearfieldAbout Ronald G. Roth
Ronald G. Roth, age 79, has served as a director of Clearfield since 2002 and as non‑executive Chair of the Board since 2002. He is an independent director under Nasdaq rules and brings more than three decades of experience as a chairman/owner-operator across multiple companies, with strengths in executive management, M&A, business development, and marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips Recycling Systems (private) | Chairman of the Board and investor | 1990 – 2007 | Executive leadership/owner-operator experience |
| Access Cash International LLC (private) | Chairman of the Board and investor | 1995 – 2000 | Executive leadership/owner-operator experience |
| Waste Systems Corp. (private) | Chairman, CEO and investor | 1970 – 1995 | Executive leadership, M&A, business development, marketing |
External Roles
- Other public company directorships: None disclosed .
Board Governance
- Board leadership: Non‑executive Chair of the Board; CEO is not Chair and serves on no committees, supporting independent oversight .
- Committee assignments (as of Dec 30, 2024): Compensation Committee member .
- Committee meetings in FY2024: Compensation Committee met 8 times; Nominating & Corporate Governance Committee met 6 times .
- Independence: Board determined in Nov–Dec 2024 that all directors except the CEO (Ms. Beranek) are independent under Nasdaq rules (includes Roth) .
- Attendance: Board met 10 times in FY2024; each nominee then serving attended at least 75% of Board and applicable committee meetings; executive sessions held regularly without management .
- Compensation Committee interlocks: None; no member (including Roth) has ever been an officer/employee; no cross-director/executive interlocks disclosed for FY2024 .
Fixed Compensation
| Component (FY2024 unless noted) | Amount/Detail | Roth-specific 2024 |
|---|---|---|
| Annual Board retainer | $40,000 | $50,000 cash fees (includes $10,000 Chair retainer) |
| Board Chair retainer | +$10,000 | Included in Roth’s cash total |
| Committee chair retainers | +$10,000 (Audit/Comp/NCG Chairs) | N/A (not a committee chair) |
| 2025 pay changes (effective after 2025 AGM) | Retainer increases to $50,000; annual equity value increases to $80,000 | N/A (policy change) |
Performance Compensation
| Equity Element | Grant date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted stock (annual grant) | Feb 23, 2024 | 2,039 shares; ≈$60,000 grant-date value | Vests one day prior to the 2025 Annual Meeting | Time-based; not performance-based |
| Stock options (director) | — | None outstanding at 9/30/2024 | — | — |
Director compensation increased for 2025 to move from below 25th percentile of the peer group toward median after a Compensia review of workload, complexity, and market data . Peer benchmarking for directors matched the executive compensation peer group .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks (FY2024) | None; no member was an officer/employee; no cross-company interlocks with NEOs |
Expertise & Qualifications
- Board-identified qualifications: Strong background in executive management, mergers and acquisitions, business development, and marketing from 35+ years as chairman/executive/owner across several companies .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 1,443,556 shares (10.2% of outstanding) |
| Spousal holdings included | Includes 176,760 shares owned by Mr. Roth’s spouse |
| Unvested director RS at 9/30/2024 | 2,039 shares (scheduled to vest one day prior to 2025 AGM) |
| Stock ownership guidelines (directors) | 5x annual cash retainer; measured each Sept 30; five-year compliance window |
| Compliance with ownership guidelines | All executives/directors serving ≥5 years exceed guidelines (Roth has served since 2002) |
| Hedging/pledging | Prohibited (no margin, pledging, hedging, short sales, or options trading) |
Governance Assessment
- Alignment: Roth is a long-tenured, independent non‑executive Chair with significant skin-in-the-game (10.2% beneficial ownership including spouse), and directors serving ≥5 years exceed stock ownership guidelines; hedging/pledging is prohibited—factors that support shareholder alignment .
- Board effectiveness: Active committee structure with independent membership; Roth serves on the Compensation Committee that met 8 times in FY2024; Board held 10 meetings with ≥75% attendance by all nominees then serving and regular executive sessions without management .
- Compensation governance signals: Director pay was below the 25th percentile; the Board approved 2025 increases to retainer ($50k) and equity ($80k) to target closer to median—responsive to workload/complexity and peer data reviewed by Compensia .
- Potential concentration of influence: Roth concurrently serves as non‑executive Chair and member of the Compensation Committee, which may concentrate influence over executive pay oversight; however, the committee is fully independent and disclosed no interlocks in FY2024 .
- Related‑party/other risks: No related‑person transactions involving Roth disclosed since the beginning of FY2024; the only related‑person disclosure was compensation to a non-executive employee related to two executives (not related to Roth) .