Charles Henry
About Charles W. Henry
Charles W. Henry, age 75, is an independent director of The Eastern Company (EML) and a partner at the law firm Henry, Giardina & Langer, LLP in Woodbury, Connecticut. He has served on Eastern’s Board since 1989, bringing independent legal expertise that the Board views as valuable when legal or regulatory matters arise; his law firm does not provide services to Eastern. The Board classifies Mr. Henry as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Henry, Giardina & Langer, LLP | Attorney and Partner | Not disclosed in proxy | Provides independent legal expertise; firm does not provide services to Eastern |
External Roles
| Entity | Role | Type | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships listed in Mr. Henry’s biography in the proxy |
Board Governance
- Independence and composition: Board has seven members; six are independent (all except the CEO). Mr. Henry is independent.
- Attendance: In 2024 the Board held nine meetings; all directors attended 100% of Board and committee meetings for committees on which they served.
- Majority voting with resignation policy for directors who fail to receive a majority of votes cast (uncontested elections).
- Anti-hedging/pledging policy applies to directors.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chairman | 2 | Oversees director nominations and governance profile |
| Compensation | Member | 7 | Member of committee setting executive pay and equity grants |
| Executive | Member | 0 | Committee did not meet in 2024 |
| Environmental, Health & Safety | Member | 4 | Oversees EHS policies and performance |
Fixed Compensation
- Eastern pays non-employee director compensation entirely in newly issued Eastern Common Shares under the Directors’ Fee Program; no cash fees are paid.
| Director Compensation (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | — |
| Stock Awards (paid as director fees in stock) | 74,495 |
| Option Awards | — |
| Non-Equity Incentive Plan Compensation | — |
| Change in Pension/Deferred Comp Earnings | — |
| All Other Compensation | — |
| Total | 74,495 |
- 2024 Director Fee Schedule (paid in Common Shares): Chairman $125,000; Vice-Chairman $90,000 (effective July 30, 2024); Director $70,000; Audit Chair +$10,000; Compensation Chair +$7,500; EHS Chair +$7,500; Capital Allocation & Investment Chair +$7,500; Nominating & Corporate Governance Chair +$2,000; meeting fees above five regular Board meetings: $1,500 in-person, $500 telephonic. Effective February 3, 2025, committee chair retainers and meeting fees increased 15% for FY2025.
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Options/PSUs/Performance Equity | None disclosed for non-employee directors in 2024 | N/A (director pay delivered as stock retainer) |
| Hedging/Pledging Restrictions | Prohibited for directors | Reinforces alignment and risk control |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other Public Company Boards | None listed for Mr. Henry in his proxy biography |
| Compensation Committee Interlocks | None; the proxy states no interlocking relationships existed among Compensation Committee members (which include Mr. Henry) in 2024 |
Expertise & Qualifications
- Legal expertise as practicing attorney/partner; Board cites his independent legal perspective as valuable when legal/regulatory issues arise.
- Governance leadership as Chair of Nominating & Corporate Governance Committee.
- Long-standing company knowledge (director since 1989).
- Classified as independent under Nasdaq rules.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | As of |
|---|---|---|---|
| Charles W. Henry | 76,629 | 1.25% | March 3, 2025 |
- Ownership policy for directors: minimum ownership target equals 5x annual base retainer, to be attained within five years of joining the Board.
- Section 16(a) compliance: The Company believes all directors and officers complied with Section 16(a) filing requirements for FY2024; no delinquencies noted.
Governance Assessment
-
Positives
- Independent status, 100% attendance, and leadership of the Nominating & Corporate Governance Committee indicate strong engagement and governance oversight.
- Director compensation entirely in stock supports alignment with shareholders; anti-hedging/pledging policy reinforces alignment.
- No related-party exposure flagged: his law firm provides no services to Eastern; Compensation Committee interlocks expressly absent.
- Majority voting with resignation policy strengthens accountability in director elections.
-
Watch items
- Very long tenure (on Board since 1989) can raise perceived independence concerns for some investors despite Nasdaq independence status; ongoing refreshment and performance-based accountability (majority voting) mitigate the risk.
- Director fee levels are modest and stock-settled; ensure ongoing disclosure that equity grants remain retainer-based (not performance-based) to preserve independence of oversight.
-
Broader shareholder sentiment context (for governance environment)
- 2024 Say-on-Pay received ~97.5% support of votes cast, indicating strong shareholder support for compensation framework overseen by the Compensation Committee (of which Mr. Henry is a member).