Peggy Scott
About Peggy B. Scott
Peggy B. Scott (age 73) has served as an independent director of The Eastern Company since May 2019. She is a CPA and holds additional certifications in Valuation (ABV, CVA) and Financial Forensics (CFF), with executive experience spanning strategy, finance, operations, acquisitions, and international business leadership across seven foreign countries. At Eastern, she is designated an Audit Committee Financial Expert and serves as Chair of the Environmental, Health & Safety Committee, and as a member of the Audit and Compensation Committees. Board independence is affirmed under NASDAQ rules, with 100% Board and committee meeting attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross Blue Shield of Louisiana | EVP, COO, CFO & Treasurer; Chief Strategy Officer | Prior to 2024 (dates not specified) | Led growth strategies and operational performance in challenging markets |
| Deloitte | Office Managing Partner | Earlier career (dates not specified) | Advised diverse companies including manufacturers and industrials |
| Various U.S. and international companies | Senior executive roles | Prior to BCBS (dates not specified) | Led transformations, growth strategies and operations in seven foreign countries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleco Corporate Holdings LLC (NASDAQ: CNL) | Chair of the Board; CEO (former) | Chair since Apr 2016; CEO Feb 2017–Jan 2018 | Governance oversight; utility sector leadership |
| Martin Sustainable Resources, LLC | Director | Current (dates not specified) | Governance Committee member; Audit Committee Chair |
| Blue Cross Blue Shield of Louisiana Foundation | Director; Chair; President | 2005–2024 | Philanthropy governance leadership |
| Gresham Smith Partners | Director | Jun 2020–Jun 2022 | Board service in architecture/engineering |
| Benefytt Technologies, Inc. (NASDAQ: BFYT) | Director | 2019–2020 (acquired) | Public company governance |
Board Governance
- Committees: Environmental, Health & Safety (Chair); Audit (Member); Compensation (Member).
- Audit Committee Financial Expert; all Audit Committee members are financially literate and independent.
- Independence: Board determined Ms. Scott is independent under NASDAQ standards.
- Attendance: Board held 9 meetings in 2024; all directors attended 100% of Board and relevant committee meetings.
- Committee activity: Audit (4 meetings), Compensation (7), Environmental, Health & Safety (4) in 2024.
Fixed Compensation
| Component | Amount/Policy | 2024 Amount (Peggy Scott) |
|---|---|---|
| Annual Director Retainer (paid in Common Shares) | $70,000 in stock | Included in total below |
| Committee Chair Fee – Environmental, Health & Safety | $7,500 | Included in total below |
| Meeting Fees | $1,500 per in-person; $500 per telephonic (for meetings over five regular Board meetings) | Included in total below |
| Life Insurance Benefit | $25,000 (reduced after age 70) | Benefit provided (no cash amount disclosed) |
| Total Director Compensation (Stock Awards) | Fees paid entirely in Common Shares under Directors’ Fee Program | $79,990 (stock awards) |
Notes:
- Effective Feb 3, 2025, committee chair compensation and compensation for meetings beyond five regular Board meetings increased by 15%.
- Director fees are issued in Common Shares under the Directors’ Fee Program within the 2020 Stock Incentive Plan.
Performance Compensation
| Item | Details |
|---|---|
| Performance-based Director Compensation | None disclosed; non-employee director compensation is retainer, chair, and meeting fees paid in Common Shares; no director-specific performance metrics reported. |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Cleco Corporate Holdings LLC (NASDAQ: CNL) – Chair of the Board |
| Prior public company boards | Benefytt Technologies, Inc. (NASDAQ: BFYT), 2019–2020 (acquired) |
| Committee roles at other entities | Martin Sustainable Resources, LLC – Governance Committee; Audit Committee Chair |
| Interlocks/comp committee conflicts | Company discloses no compensation committee interlocks or insider participation for 2024; no member (including Scott) was an officer/employee or had disclosable business relationships; no interlocking relationships with other entities. |
Expertise & Qualifications
- CPA; certifications: ABV, CVA, CFF.
- Financial, strategic, and operational expertise; acquisitions and international business experience; designated Audit Committee Financial Expert.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Peggy B. Scott | 20,199 | 0.33% | Based on 6,126,416 shares outstanding as of Mar 3, 2025. |
| Director Stock Ownership Guideline | 5x annual base retainer (to be met within 5 years of joining Board) | Policy | Applies to non-employee directors; compliance status for Scott not disclosed. |
| Hedging/Pledging | Prohibited for “Restricted Persons” (directors/officers) | Policy | No pledging allowed; anti-hedging policy in place. |
Governance Assessment
- Strengths: Independent status; Audit Committee Financial Expert designation; 100% attendance; equity-only director compensation aligns interests; robust anti-hedging/anti-pledging and clawback policies; no related-party transactions.
- Compensation governance: Compensation Committee held 7 meetings in 2024; did not engage external consultants; pay-for-performance philosophy reinforced, with high Say-on-Pay support (approx. 97.5% in 2024).
- Potential watch items: Ownership guideline requires 5x retainer within five years—compliance status not disclosed; director compensation increased for committee chairs effective 2025; ensure continued independence amid Board-level co-investment considerations (not related to Scott).
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, delinquent Section 16 filings, or attendance issues.
Say-on-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2024 Say-on-Pay Approval | Approx. 97.5% of votes cast in favor. |
| Frequency of Say-on-Pay | Annual, per 2023 shareholder vote and Board adoption. |
Section 16 Compliance (Insider Filings)
| Year | Compliance Status | Notes |
|---|---|---|
| 2024 | Compliant | Company believes all directors/officers/10% owners met filing requirements. |
Committee Assignments (Detail)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Environmental, Health & Safety | Chair | 4 |
| Audit | Member | 4 |
| Compensation | Member | 7 |
Related Party Transactions
- Company reports no transactions since the beginning of fiscal 2023 involving directors, director nominees, executive officers, known 5% holders, or their immediate family members requiring disclosure.
Notes on Governance Policies
- Clawback: Incentive compensation recovery in event of fraud/misconduct or restatement due to material noncompliance.
- Insider Trading Policy: Restricts short-term trading, short positions, hedging, pledging, and margin accounts for Restricted Persons (including directors).
- Director Attendance: All directors expected to attend annual meeting; all members then serving attended the 2024 annual meeting virtually.