Andrew Smith
About Andrew O. Smith
Andrew O. Smith, age 62, has served as an independent director of Core Molding Technologies since August 6, 2015. He holds a JD and MBA from the University of Chicago and dual bachelor’s degrees in Engineering (SEAS) and Finance (Wharton) from the University of Pennsylvania, and has received the CERT Certificate of Cybersecurity Oversight . Smith is the former President & CEO (2019–2023) of Yenkin-Majestic/OPC Polymers and is currently Executive Chairman of OPC Polymers LLC (since 2023), bringing deep manufacturing, materials, supply chain, and financial analysis expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yenkin-Majestic Paint/OPC Polymers (YM/OPC) | Various leadership roles; ultimately President & CEO | 1996–2023 | Oversaw manufacturing, finance, IT, legal, R&D, strategic planning |
| OPC Polymers LLC | Executive Chairman | 2023–Present | Post-transaction leadership following YM paint sale and OPC creation |
| Booz Allen & Hamilton (Strategy practice) | Management Consultant | Early career | Advised industrial and financial corporations |
| Entrepreneurial ventures | Principal | Pre-YM/OPC | Early operating and investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OPC Polymers LLC | Director | Current | Manufacturing/materials domain adjacency |
| The Buckeye Institute | Director | Current | Non-profit board service |
| Other non-profits (various) | Director | Current | Not individually named in proxy |
| Ohio Manufacturers’ Association; National Association of Manufacturers; American Coatings Association | Member | Ongoing | Industry association engagement |
| CERT Certificate of Cybersecurity Oversight | Certificate holder | — | Cyber oversight credential |
Board Governance
- Independence: The board affirmatively determined Smith is independent under NYSE American standards .
- Committee assignments and chair roles:
- Compensation Committee: Chair; 2024 meetings held: 2 .
- Audit Committee: Member; designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Not listed as a member (committee members: Kowaleski (Chair), Cellitti, Hellmold, Jauchius; meetings held: 8) .
- Board leadership and structure: Independent Chairman; key committees 100% independent .
- Attendance and engagement: Board met 9 times in 2024; all directors attended ≥85% of board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Risk oversight: Board and committees oversee ERM; audit oversees financial risks; comp committee reviews incentive risk; the board oversees cybersecurity (several directors have experience; at least one has a cybersecurity certificate) .
Fixed Compensation (Director Pay Structure and 2024 Actuals)
| Component | Amount/Detail |
|---|---|
| Standard Director Fee (cash, paid quarterly) | $81,500 |
| Chairman of Board Fee (cash) | $119,500 |
| Committee Chair Fees (cash) | Audit Chair $8,000; Compensation Chair $5,000; Nominating & Governance Chair $5,000 |
| Equity – Annual Director Grants | Restricted stock equal to approx. one year’s cash compensation (March 2024 grants) |
| Vested/vesting terms for Director RS | Age ≤64: vests in three equal annual installments; Age ≥65: single vest at one year; accelerated on death, disability, or change-in-control |
| Director (2024) | Fees Earned (Cash) | Restricted Stock Awards ($ FV) | Total |
|---|---|---|---|
| Andrew O. Smith | $85,130 | $83,759 | $168,889 |
| 2024 Director Equity Grant (Shares) | Shares |
|---|---|
| Andrew O. Smith | 4,367 |
- Stock ownership guideline (Directors): 3x annual cash compensation; five-year accumulation period; as of 12/31/2024, all non-employee directors met requirements except Miñarro (requirement begins March 2029) .
Performance Compensation
- Directors do not receive options or SARs; equity is time-based restricted stock with vesting as described above (no performance metrics apply to director compensation) .
- Company-wide, options are not granted and SARs no longer granted (contextual policy) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Smith in proxy |
| Private/non-profit boards | OPC Polymers LLC; The Buckeye Institute; several other non-profits |
| Committee interlocks | None; Compensation Committee members (incl. Smith) had no relationships requiring Item 404 disclosure; no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Designated audit committee financial expert; serves on Audit Committee .
- Manufacturing and materials technology; supply chain/logistics; financial statement analysis; executive leadership .
- Legal and business training (JD/MBA); cybersecurity oversight certificate .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Breakdown |
|---|---|---|---|
| Andrew O. Smith | 96,490 | 1.0% (of 9,258,054 shares) | 82,845 common stock; 13,645 restricted stock subject to vesting |
- Anti-hedging and anti-pledging: Directors and employees may not hedge or pledge company securities, trade options, buy on margin, short, or hold in margin-call accounts .
- Director ownership guideline: 3x annual cash compensation; Smith met guideline as of 12/31/2024 (all non-employee directors met except Miñarro) .
Insider Trades and Section 16 Compliance
| Item | 2024 Status |
|---|---|
| Section 16(a) filings (timeliness) | Company reports all directors, officers, and >10% holders timely filed, except specified late Form 4s for other individuals; no delinquency noted for Andrew O. Smith |
Related-Party Transactions and Conflicts
- Related-party transactions: None required to be disclosed for 2024; policy requires board review/approval of any Item 404 transactions >$120,000 .
- Compensation committee interlocks: None in 2024 .
- Anti-pledging/hedging policy in force (mitigates alignment risk) .
Say-on-Pay and Shareholder Feedback (Context for Comp Committee Chair)
- 2024 say-on-pay approval: Approximately 97% in favor; Compensation Committee (chaired by Smith) maintained pay philosophy for 2025 and continues to monitor investor feedback .
- Independent compensation consultant (Pearl Meyer) engaged; determined independent; no other fees in 2024 .
Governance Assessment
- Strengths:
- Independent director; Chair of Compensation Committee and Audit Committee financial expert—strong oversight credentials .
- Solid engagement: board met 9x with ≥85% attendance for all directors; directors attended the 2024 annual meeting .
- Ownership alignment: 96,490 shares (1.0% of outstanding) with additional unvested RS; meets 3x retainer ownership guideline .
- Risk-mitigating policies: anti-hedging/pledging; clawback policy; independent chair; fully independent key committees .
- Shareholder support: 97% say-on-pay in 2024 under his committee leadership; independent consultant retained .
- Watch items:
- Equity awards accelerate on change-in-control (standard market term, but can be viewed as less shareholder-friendly in some frameworks) .
- External executive chair role at OPC Polymers LLC; no related-party transactions disclosed, but remain attentive to any future commercial relationships (company policy requires review) .
No red flags identified for 2024 in related-party transactions, committee interlocks, Section 16 compliance for Smith, or pledging/hedging activity (policy prohibits such practices) .