James Mitarotonda

About James A. Mitarotonda

James A. Mitarotonda (age 70) is Chairman of the Board of The Eastern Company (EML), serving as a director since 2015 and Chairman since January 2016. He is Chairman, President and CEO of Barington Capital Group, L.P., an activist investment firm, and Chairman, President and CEO of Barington Companies Investors, LLC, the general partner of Barington Companies Equity Partners, L.P. He holds a B.A. in economics from Queens College and an MBA from NYU’s Stern School of Business .

Past Roles

External Roles

Board Governance

• Board leadership: Chairman (separate from CEO) since Jan 2016, supporting independent oversight model .
• Committees: Chair of Executive Committee; member of Nominating & Corporate Governance; member of Capital Allocation & Investment .
• Independence: Board determined independent (6 of 7 directors independent); specifically considered co-investments between Eastern and Barington Capital Group in Matthews International and TriMas when assessing his independence .
• Attendance and engagement: In 2024, the Board held 9 meetings; all directors attended 100% of board and applicable committee meetings. In 2023, the Board held 12 meetings; each director attended >90% of meetings .
• Executive sessions: Not disclosed.

Fixed Compensation

• Directors are paid entirely in Common Shares under the Directors’ Fee Program; no cash fees .
• Annual retainers (FY 2024): Chairman $125,000; Director $70,000; Audit Chair +$10,000; Compensation/Environmental Health & Safety/Capital Allocation & Investment Chairs +$7,500; Nominating Chair +$2,000; meeting fees: $1,500 in-person, $500 telephonic beyond five regular meetings. Effective Feb 3, 2025: 15% increase for committee chairs and extra-meeting compensation .

Performance Compensation

• None disclosed for directors; director pay is retainer-based equity with meeting and chair fees; no PSUs/options or performance metrics for directors .

Other Directorships & Interlocks

• Prior public-company boards include Rambus, Avon, OMNOVA, A. Schulman, Pep Boys, Ebix, Jones Group, Griffon, Ameron, Gerber Scientific .
• Advisory roles to Matthews International and Griffon; Board considered Eastern’s co-investments with Barington in Matthews and TriMas when affirming independence (potential interlock/conflict area) .

Expertise & Qualifications

• Activist investor with extensive boardroom experience across industrials, technology, and consumer sectors .
• Financial and governance expertise; experience chairing boards and engaging on capital allocation and strategy .
• Education: BA Economics (Queens College), MBA (NYU Stern) .

Equity Ownership

• Ownership guideline for non-employee directors: Net realizable share value ≥5× annual base retainer within 5 years of joining the Board .
• Beneficial ownership includes direct shares received via Directors’ Fee Program and potential beneficial ownership of BCEP’s stake (disclaimed except for pecuniary interest).

• Section 16(a) compliance: Company believes all directors/officers and 10% owners complied with filing requirements in 2024 and 2023 .
• Insider trading policy: Anti-hedging and anti-pledging provisions apply to directors and senior management; prohibits short positions, hedging, pledging or margin accounts for restricted persons .

Governance Assessment

• Strengths:

  • Clear independent board leadership structure with separate Chair and CEO; robust committee framework and documented charters .
  • Full attendance in 2024 and strong engagement; annual self-evaluations; documented risk oversight including cyber risk .
  • Director pay in stock aligns interests; minimum ownership guideline promotes skin-in-the-game .
  • Say-on-Pay support indicates broad shareholder confidence in compensation governance (97.5% approval in 2024; 98.3% in 2023) .

• Potential conflicts and signals:

  • BCEP holds ~10% of EML; as Chairman and principal of Barington entities, Mr. Mitarotonda’s influence on capital allocation (committee member) may raise perceived conflict risks if Eastern co-invests alongside Barington; Board noted and considered such co-investments in independence determination (Matthews, TriMas) .
  • Director compensation is largely fixed retainer equity, not performance-linked; while alignment exists via stock, there is limited direct pay-for-performance leverage for directors .

• RED FLAGS

  • 10% beneficial ownership via BCEP combined with Chair role and Capital Allocation & Investment Committee participation—heightened monitoring for related-party or preferential transactions, even though none were disclosed since fiscal 2023 .

  • Co-investment footprint between Eastern and Barington entities (Matthews, TriMas) requires ongoing scrutiny for conflicts and information flow .

Say‑on‑Pay & Shareholder Feedback

Compensation Committee Analysis

• Compensation Committee: Fredrick D. DiSanto (Chair), John W. Everets, Charles W. Henry, Peggy B. Scott; all independent; 7 meetings in 2024; no compensation consultant engaged .
• Committee interlocks: None disclosed; no member had material transactions with the Company .

Related Party Transactions

• Board reports no related party transactions requiring disclosure since the beginning of fiscal 2023 (2025 proxy) and since fiscal 2022 (2024 proxy) .

Director Compensation Structure Notes

• Fees paid in Common Shares under the 2020 Plan’s Directors’ Fee Program; life insurance benefit: $50,000 for Mr. Mitarotonda (reduces after age 70) .
• Meeting fees paid for sessions beyond five regular meetings per year; committee chair premiums detailed above; 2025 increases for chair fees/excess meeting compensation effective Feb 3, 2025 .