Chan Galbato
About Chan W. Galbato
Independent director appointed to The Eastern Company’s Board effective May 1, 2025; expected committee service on Audit and Capital Allocation & Investment. He holds an MBA from the University of Chicago and a BA in Economics from SUNY; previously CEO of Cerberus Operations & Advisory Co., with senior roles across manufacturing and retail portfolios (Invensys, GE, Albertsons, NFI Group). The Board determined he is independent under Nasdaq rules, with no Item 404(a) related party transactions, and he will receive standard non‑employee director compensation pro‑rated from appointment date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerberus Operations & Advisory Company, LLC | Chief Executive Officer | Not disclosed | Led portfolio company operational improvements |
| Invensys plc | Senior positions | Not disclosed | Industrial operations experience |
| General Electric Company | Senior positions | Not disclosed | Manufacturing/operations leadership |
| Albertsons Companies | Executive/board positions | Not disclosed | Retail operations oversight |
| NFI Group | Executive/board positions | Not disclosed | Transportation manufacturing exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Electrical Components International, Inc. | Director | Current | Wiring harness and electrical components manufacturer |
| Barington Capital Group, L.P. | Senior Advisor | Current | Activist investment firm; EML’s Chairman is Barington CEO |
Board Governance
- Board appointment and committee service: Audit Committee; Capital Allocation & Investment Committee (anticipated) .
- Independence: Affirmatively determined independent; no material relationship; no Item 404(a) transactions; no arrangements/understandings for selection .
- Board/committee structure and attendance context: In 2024, Board held 9 meetings; directors attended 100% of board and committee meetings for which they were members . Six standing committees; Audit and Compensation each comprised of four independent directors; Capital Allocation & Investment, Executive, Nominating & Corporate Governance, and Environmental, Health & Safety comprised of independent directors .
- Director compensation is paid in stock under the Directors’ Fee Program; minimum stock ownership requirement equal to net realizable share value ≥ 5x annual base retainer within five years of becoming a director .
Fixed Compensation
| Component | Amount | Effective Details | Source |
|---|---|---|---|
| Annual retainer – Chairman | $125,000 (paid in Common Shares) | FY2024 schedule | |
| Annual retainer – Vice Chairman | $90,000 (paid in Common Shares) | Effective July 30, 2024 | |
| Annual retainer – Non‑employee director | $70,000 (paid in Common Shares) | FY2024 schedule | |
| Committee Chair – Audit | +$10,000 | FY2024 schedule | |
| Committee Chair – Compensation | +$7,500 | FY2024 schedule | |
| Committee Chair – Environmental, Health & Safety | +$7,500 | FY2024 schedule | |
| Committee Chair – Capital Allocation & Investment | +$7,500 | FY2024 schedule | |
| Committee Chair – Nominating & Corporate Governance | +$2,000 | FY2024 schedule | |
| Meeting fees beyond five regular meetings | $1,500 in‑person; $500 telephonic | FY2024; committee chair fees and “extra” meeting compensation increased 15% effective Feb 3, 2025 | |
| Form of payment | Common Shares via Directors’ Fee Program | Under 2020 Plan |
Mr. Galbato will receive the standard non‑employee director compensation described above, pro‑rated to reflect service from May 1, 2025 .
Performance Compensation
Directors do not receive performance‑based incentive pay at EML; compensation is delivered in stock under the Directors’ Fee Program (no performance metrics or vesting hurdles disclosed for director equity) .
Other Directorships & Interlocks
| Entity | Relationship to EML | Interlock/Conflict Consideration | Source |
|---|---|---|---|
| Barington Capital Group | EML Chairman (James A. Mitarotonda) is Barington CEO; Galbato is Senior Advisor | Potential influence/interlock; Board concluded independence (considering co‑investments) | |
| Electrical Components International | External board seat (Galbato) | Supplier/customer overlap not disclosed |
Expertise & Qualifications
- Manufacturing operations, portfolio company leadership, and capital allocation expertise (Cerberus O&A CEO; senior roles at industrial/retail companies) .
- Financial and strategic acumen; MBA, University of Chicago; BA in Economics, SUNY .
- Audit committee‑relevant experience; expected Audit Committee membership .
Equity Ownership
- Director stock ownership guideline: Non‑employee directors must reach net realizable share value ≥ 5x annual base retainer within five years of board service start .
- Beneficial ownership for Mr. Galbato not disclosed in the March 3, 2025 record‑date proxy (appointment effective May 1, 2025) .
- Anti‑hedging/pledging policy: Directors are “Restricted Persons” prohibited from short‑term trading, short positions, hedging or pledging Company shares .
Insider Trades (Section 16)
| Filing Type | Date | Transaction | Notes |
|---|---|---|---|
| Not available in current document set | — | — | Proxy notes all Section 16(a) filing requirements were complied with for FY2024; Mr. Galbato appointed May 1, 2025, so ownership filings would post‑date proxy . |
Compensation & Governance Signals
- Say‑on‑Pay results: April 30, 2025 annual meeting—For 3,745,260; Against 1,118,875; Abstain 46,649 (annual vote cadence) .
- Compensation governance: Clawback policy for incentive compensation (fraud/misconduct or restatement); anti‑hedging/pledging restrictions; equity grant schedule policy to avoid MNPI timing .
- Compensation peer group (executive benchmarking context): CECO, CIX, CMT, GENC, GHM, NNBR, STRT, TACT, TRNS, TWIN, UFPT, ULBI .
Governance Assessment
-
Positives
- Independence affirmed; no related‑party transactions under Item 404(a) at appointment; clear committee placement on Audit and Capital Allocation & Investment aligns with background in operations and capital allocation .
- Director fees paid entirely in stock with robust ownership guideline (5x retainer within five years), supporting alignment with shareholders .
- Strong governance infrastructure: active committees, 100% board and committee attendance in 2024, clawback and anti‑hedging policies .
-
Risks / RED FLAGS
- Interlock potential: Senior Advisor to Barington while EML’s Chairman is Barington CEO; Board deemed independence after considering co‑investments, but ongoing monitoring advisable for influence over capital allocation and strategic decisions .
- Limited disclosure on Mr. Galbato’s current EML share ownership and Section 16 filings in the current document set (due to appointment timing); investors should review subsequent Form 3/4 filings for ownership alignment .