Fredrick DiSanto
About Fredrick D. DiSanto
Fredrick D. DiSanto, age 63, has served on The Eastern Company’s (EML) Board since 2016 and is currently Chair of the Compensation Committee and a member of the Audit, Executive, Capital Allocation & Investment, and Nominating & Corporate Governance Committees . He is Chairman & CEO of The Ancora Group and brings expertise in finance, strategic planning, governance, and international business; the Board has determined he is independent under NASDAQ standards and qualifies as an “audit committee financial expert” . In 2024, the Board held nine meetings and all directors—DiSanto included—attended 100% of Board and committee meetings, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ancora Group | Chairman & CEO | Chairman since 2014; CEO since 2006 | Finance and governance expertise; experienced public company director |
| Maxus Investment Group | President & COO | 1998–Dec 2000 | Led investment advisory operations |
| Fifth Third Bank | EVP & Manager, Investment Advisor Division | 2001–2006 | Managed investment advisory division post-Maxus sale |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Regional Brands, Inc. | Director | Current | Current public company directorship |
| Ampco-Pittsburgh Corporation | Director | Current | Current public company directorship |
| Alithya Group | Director | Prior (dates not disclosed) | Former public board service |
| Axia Net Media Corporation | Director | Prior (dates not disclosed) | Former public board service |
| LNB Bancorp, Inc. | Director | Prior (dates not disclosed) | Former public board service |
Board Governance
- Independence: The Board is seven members, six independent; DiSanto is independent with no material relationship other than as a director .
- Audit Committee Financial Expert: The Board determined that DiSanto (and others) qualify as audit committee financial experts .
- Attendance: In 2024, the Board met nine times, all directors attended 100% of Board and committee meetings .
- Leadership structure: Separate Chair (James A. Mitarotonda) and CEO since 2016 to preserve independent oversight .
- Say-on-Pay: 2024 say-on-pay received ~97.5% approval—supportive signal for comp governance overseen by DiSanto’s committee .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 7 | Oversees exec pay, incentives, equity grants; no external consultant in 2024 |
| Audit | Member | 4 | Oversight of financial reporting, internal controls, legal compliance, cyber risk |
| Executive | Member | 0 | Acts with full Board authority between meetings |
| Capital Allocation & Investment | Member | 3 | Reviews M&A/investment opportunities |
| Nominating & Corporate Governance | Member | 2 | Board independence, governance practices |
Fixed Compensation
- EML pays non-employee directors entirely in Common Shares via the Directors’ Fee Program under the 2020 Stock Incentive Plan .
- 2024 Director Fee Schedule (paid in stock): Chair of Board $125,000; Vice-Chair $90,000; Director $70,000; Audit Chair +$10,000; Compensation/EHS/Capital Allocation Chair +$7,500; Nominating Chair +$2,000; meeting fees: $1,500 (in-person) and $500 (telephonic). Effective Feb 3, 2025, committee chair fees and extra-meeting compensation increased 15% .
| Role | Annual Retainer (Common Shares) | Chair Fee (Common Shares) | Meeting Fees |
|---|---|---|---|
| Chairman of the Board | $125,000 | — | $1,500 in-person; $500 telephonic |
| Vice-Chairman | $90,000 (effective July 30, 2024) | — | $1,500 in-person; $500 telephonic |
| Director | $70,000 | — | $1,500 in-person; $500 telephonic |
| Audit Chair | — | +$10,000 | — |
| Compensation/EHS/Capital Allocation Chair | — | +$7,500 | — |
| Nominating & Corporate Governance Chair | — | +$2,000 | — |
| 2024 Director Compensation (DiSanto) | Amount ($) |
|---|---|
| Stock Awards (fees paid in shares) | $79,988 |
| Cash Fees | $0 |
| Option Awards | $0 |
| All Other Compensation (life insurance premium) | $396 |
| Total | $80,384 |
| Life Insurance Benefit Coverage | $50,000 coverage (benefit level disclosure) |
- Director Stock Ownership Guidelines: Minimum net realizable value ≥ 5x annual base retainer; target within 5 years of Board service .
Performance Compensation
- Director pay at EML is not performance-conditioned; directors receive equity in lieu of cash retainers and meeting fees via the Directors’ Fee Program. No performance metrics or options are disclosed for directors .
- Compensation Committee (chaired by DiSanto) uses the following executive incentive structure, signaling a pay-for-performance framework he oversees:
| Short-Term Incentive Metric (2024) | Weight | Target | Threshold | Max | Definition | 2024 Outcome |
|---|---|---|---|---|---|---|
| EPS | 75% | $2.50 | 80% of goal earns 35% of associated incentive | 125% of goal earns 180% of associated incentive | Company EPS for 2024 | No payout for EPS component |
| Working Capital Efficiency | 25% | 26.0% | 80% of goal earns 35% of associated incentive | 125% of goal earns 180% of associated incentive | Avg quarterly working capital ÷ sales; WC = current assets – current liabilities – cash | Achieved 105% of goal; payouts to NEOs for WC component |
- 2024 STI Payout Examples: Schroeder earned $16,126 (~23% of prorated base) from WC efficiency; Vlahos earned $53,223 (~14% of base); Hernandez received only a separation-estimated WC bonus per agreement .
- Long-Term Incentives: Performance stock awards and options tied to ROIC/ROCE and EBITDA with a relative TSR multiplier; 2024 performance tranches generally did not vest due to ROIC/EBITDA underperformance; only time-based portions vested where applicable .
Other Directorships & Interlocks
- Other public boards: Regional Brands, Inc.; Ampco-Pittsburgh Corporation (current) .
- Prior public boards: Alithya Group; Axia Net Media Corporation; LNB Bancorp, Inc. .
- Compensation Committee Interlocks: None—no member (including DiSanto) had officer roles or disclosable business relationships; no interlocking relationships with other issuers’ compensation committees .
Expertise & Qualifications
- Finance and governance expertise, including strategic planning and international business; experienced public company director .
- Audit committee financial expert designation under Sarbanes-Oxley and SEC rules .
Equity Ownership
| Holder | Direct Shares | Indirect Shares | Total Beneficial Ownership | % of Shares Outstanding | Shares Outstanding Reference | Pledged/Hedged? |
|---|---|---|---|---|---|---|
| Fredrick D. DiSanto | 68,848 (sole voting/dispositive power) | 55,767 (shared voting/dispositive power) | 124,615 | 2.03% | 6,126,416 shares outstanding (record date) | Company policy prohibits hedging/pledging by directors (“Restricted Persons”) |
- Section 16 Compliance: Company believes all directors/officers complied with Section 16(a) reporting for 2024 .
- Director Ownership Guidelines: Minimum net realizable value ≥ 5x annual base retainer; target within 5 years .
Governance Assessment
-
Strengths:
- Independent, financially skilled director (audit committee financial expert) with broad capital markets experience; chairs a highly active Compensation Committee (7 meetings in 2024) .
- Full attendance and multi-committee service reflect strong engagement; Board majority independent; separate Chair/CEO roles .
- Director fees paid in stock align incentives; director ownership guidelines (5x retainer) enhance alignment; anti-hedging/anti-pledging policy strengthens governance .
- No related-party transactions involving directors; no compensation committee interlocks; positive shareholder feedback on say‑on‑pay (~97.5% approval) .
-
Watch items / potential conflicts:
- DiSanto is Chairman & CEO of The Ancora Group (investment adviser). No EML-related transactions or co-investments disclosed; continue monitoring for any Ancora/Eastern interactions that could create perceived conflicts .
- Committee oversight should continue to scrutinize performance targets and vesting frameworks given 2024 LTI non-vests on ROIC/EBITDA; clawback and ownership policies are in place .
Overall, DiSanto’s independence, financial expertise, equity-aligned compensation, and 100% attendance support investor confidence; absence of related-party exposure and interlocks reduces conflict risk, while his leadership of an active compensation committee and strong say‑on‑pay results are positive governance signals .