John Everets

About John W. Everets

John W. Everets, age 78, is an independent director of The Eastern Company (EML), serving on the Board since 1993 and appointed Vice-Chairman in July 2024. He is a Partner at Arcturus Capital LLC (since 2016) and has extensive CEO experience in financial services, including SBM Financial and The Bank of Maine (2010–2016) and HPSC (1993–2004, acquired by GE Healthcare Financial Services, where he served as CEO 2004–2006). He is designated an “audit committee financial expert,” underscoring strong finance and oversight credentials .

Past Roles

External Roles

Board Governance

• Committee assignments and roles:
  • Capital Allocation & Investment Committee: Chair; held 3 meetings in 2024 .
  • Audit Committee: Member; 4 meetings in 2024; designated audit committee financial expert .
  • Compensation Committee: Member; 7 meetings in 2024 .
• Independence and attendance:
  • Independent under NASDAQ standards; Board affirmed six of seven directors are independent (CEO excluded) .
  • Board held 9 meetings in 2024; all board members attended 100% of Board and their committee meetings .
• Board leadership:
  • Vice-Chairman since July 2024; Chairman is James A. Mitarotonda; positions of Chair and CEO are separated .

Fixed Compensation

• Structure and amounts (paid in Common Shares under Directors’ Fee Program):
  • Vice-Chairman annual retainer: $90,000 (effective July 30, 2024) .
  • Committee chair fees: Audit Chair $10,000; Compensation Chair, Environmental, Health & Safety Chair, Capital Allocation & Investment Chair $7,500; Nominating Chair $2,000 .
  • Meeting fees beyond five regular Board meetings: $1,500 per in-person; $500 per telephonic; 15% increase to committee chair and extra meeting compensation effective Feb 3, 2025 .

• All non-employee director fees are paid in stock, improving alignment with shareholders .

Performance Compensation

• Directors do not receive performance-based incentives; 2024 director compensation shows no option awards, non-equity incentive compensation, or bonuses for directors .
• No director-specific performance metrics are disclosed for compensation .

Other Directorships & Interlocks

• Current public boards: PDCC, Medallion Bank, Medallion Financial Corp. .
• No related-person transactions requiring disclosure since the beginning of fiscal 2023 (reduces conflict risk) .
• Compensation Committee interlocks: none; no member (including Everets) was an officer/employee or had disclosable business relationships; no interlocking relationships with other entities’ compensation committees .

Expertise & Qualifications

• Audit committee financial expert; Board determined Everets qualifies under Sarbanes-Oxley criteria, indicating advanced financial reporting and oversight capabilities .
• Extensive knowledge of Eastern’s business and capital allocation through long tenure and chair role on Capital Allocation & Investment Committee .

Equity Ownership

• Stock ownership guidelines for non-employee directors: target net realizable share value > 5x annual base retainer within 5 years of Board service; ongoing requirement promotes alignment .
• Anti-hedging/pledging: Restricted persons (including directors) are prohibited from short positions, hedging or pledging Company shares or holding them in margin accounts, supporting long-term alignment .

Governance Assessment

• Strengths:
  • Independent, long-tenured director with deep finance and CEO experience; designated audit committee financial expert supporting robust audit oversight .
  • Chair of Capital Allocation & Investment Committee, providing leadership on strategic investments; active committee engagement with full attendance .
  • Director compensation paid entirely in stock, with ownership guidelines, enhancing skin-in-the-game and alignment .
  • No related-party transactions disclosed; Compensation Committee interlocks absent, reducing conflict-of-interest risk .
• Considerations and potential RED FLAGS:
  • Very long tenure (since 1993) may raise entrenchment concerns; however, annual independence review and majority voting with resignation policy mitigate risk .
  • Multiple external directorships (PDCC, Medallion Bank, Medallion Financial) require continued monitoring for time commitment and any future business overlaps; currently, no related-party transactions reported .
• Shareholder signals:
  • Say-on-Pay approval ~97.5% at 2024 meeting indicates broad shareholder support for compensation governance (company-wide context) .

Board Governance Details

Related Party & Risk Indicators

• Related-person transactions: None requiring disclosure since start of fiscal 2023 .
• Section 16(a) compliance: Company believes all directors/officers complied with filing requirements for 2024 .
• Anti-hedging/pledging policy: Prohibitions in place for directors and officers .

Summary Implications for Investors

• Everets’ combination of audit expertise, capital allocation leadership, and full attendance supports board effectiveness and investor confidence .
• Stock-based director pay and a sizable personal stake (2.20%) strengthen alignment, while the absence of related-party transactions reduces conflict risk .
• Long tenure should be balanced against demonstrated engagement and independent oversight mechanisms (majority voting and resignation policy) .