Michael Mardy
About Michael J. Mardy
Michael J. Mardy, age 76, has served as an independent director of The Eastern Company (EML) since June 2022. He is Chairman of the Audit Committee and a member of the Environmental, Health, and Safety Committee; the Board identifies him as an “audit committee financial expert.” His background includes 15 years as EVP, CFO, and Director at Tumi Holdings (2003–2018), prior finance roles at Nabisco Brands and Keystone Foods, and early-career audit experience at Coopers & Lybrand.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tumi Holdings | Executive Vice President, Chief Financial Officer, and Director | 2003–2018 | Senior finance leadership and board service |
| Nabisco Brands | Finance roles | Not disclosed | Corporate finance experience |
| Keystone Foods | Finance roles | Not disclosed | Corporate finance experience |
| Coopers & Lybrand (PwC) | Audit Supervisor | Not disclosed | Public accounting/audit background |
| Lulu’s Fashion Lounge Holdings, Inc. (LVLU) | Director (prior) | Not disclosed | Board service at public company |
| Modus Link Global Solutions | Director (prior) | Not disclosed | Board service |
| Keurig Green Mountain | Director (prior) | Not disclosed | Board service |
| DAVIDs TEA | Director (prior) | Not disclosed | Board service |
| True Leaf Brands | Director (prior) | Not disclosed | Board service |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| Vince Holding Corp. (VNCE) | Chairman of the Board | Current | Public company |
| Newman’s Own, Inc. | Director | Current | Private company |
| Penn Medicine Princeton Health | Board of Trustees | Current | Non-profit/health system |
| The Orchard Yarn and Thread Company, Inc. | Director | Since Jan 2024 | Private company |
Board Governance
- Committee assignments: Audit Committee (Chair); Environmental, Health, and Safety Committee (Member).
- Financial expertise: Designated by the Board as an “audit committee financial expert.”
- Independence: The Board determined all directors except the CEO (Ryan A. Schroeder) are independent under NASDAQ standards (Mardy is independent).
- Attendance and engagement: In 2024 the Board held nine meetings; all directors attended 100% of Board and applicable committee meetings. Audit Committee met four times; EHS Committee met four times; Audit Committee also held sessions with and without management.
- Annual meeting participation: All directors attended the 2024 annual meeting.
Fixed Compensation
| Director | Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Michael J. Mardy | 2024 | - | 82,007 | - | - | 82,007 |
- Director fee schedule (paid in Common Shares under the Directors’ Fee Program): annual retainer—Chairman $125,000; Vice-Chairman $90,000 (effective July 30, 2024); Director $70,000; Audit Chair +$10,000; Compensation/EHS/Capital Allocation Chairs +$7,500; Nominating Chair +$2,000; meeting fees beyond five regular meetings—$1,500 in-person, $500 telephonic. Effective Feb 3, 2025: 15% increase for committee chairs and for compensation on meetings beyond the five regular meetings.
- Ownership guidelines: Non-employee directors must hold Company shares with net realizable value ≥ 5x annual base retainer, targeted within five years of Board service.
Performance Compensation
- No performance-based director compensation disclosed; non-employee directors are compensated in Company Common Shares via the Directors’ Fee Program.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Vince Holding Corp. (VNCE) | Public | Chairman | None disclosed with EML operations |
| Newman’s Own, Inc. | Private | Director | None disclosed |
| Penn Medicine Princeton Health | Non-profit | Trustee | None disclosed |
| The Orchard Yarn and Thread Company, Inc. | Private | Director | None disclosed |
- Related-party transactions: The Board determined no related person transactions occurred since the beginning of fiscal 2023.
- Anti-hedging/pledging: Policy prohibits short-term trading, short positions, hedging, or pledging of Company shares for Restricted Persons (including directors).
- Insider trading policy: Comprehensive Securities Laws Compliance Policy applies to directors and prohibits improper trading; full policy filed as Exhibit 19 to the 2024 Form 10-K.
Expertise & Qualifications
- Extensive CFO and audit background; prior EVP/CFO/Director at Tumi and audit supervisor at Coopers & Lybrand.
- Board-classified audit committee financial expert; breadth in finance, accounting, internal control, and oversight.
- Manufacturing, consumer products, and corporate governance experience through multiple public/private boards.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Michael J. Mardy | 12,995 | 0.21% |
- Section 16(a) compliance: Company believes all directors complied with ownership filings for fiscal 2024.
- Director ownership guideline: ≥ 5x annual retainer within five years of joining the Board (individual compliance status not disclosed).
Governance Assessment
- Strengths: Independent Audit Chair with recognized financial expertise; perfect 2024 attendance; stock-only director compensation and robust ownership guidelines; anti-hedging/anti-pledging policies; no related-party transactions disclosed; formal audit oversight with multiple meetings including sessions independent of management. These factors support board effectiveness and investor confidence.
- Watch items: Multiple external board roles (including Chair at VNCE) increase time commitments; monitor for any emerging interlocks or conflicts, though none are disclosed.
- Shareholder signals: Strong say‑on‑pay approval (~97.5% at 2024 annual meeting) indicates favorable investor view of compensation governance.