Edward Williams
About Edward E. Williams
Edward E. Williams (Age 64) has served on Escalade’s Board since 2004 and is currently the Lead Independent Director, Chair of the Compensation Committee, and a member of the Audit and Nominating & Corporate Governance Committees. He is designated an “audit committee financial expert” under SEC rules and brings entrepreneurial operating experience in manufacturing and distribution. The Board has determined he is independent under NASDAQ Rule 5605(a)(2). All directors, including Williams, attended the 2024 Annual Meeting in person and had 100% attendance at Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ballast Tools, Incorporated | Founder and President | Since 1985 | Founder-operator background in industrial manufacturing; contributes operating and manufacturing insight to ESCA board deliberations |
| Good Earth Tools, Inc. | Vice President | Since 1984 | Specialty tungsten-carbide wear parts; long-running executive role underpins Williams’ manufacturing and sales expertise |
| Ever Extruder, LLC | Founder and President | Since 2007 | Manufacturer/distributor of high-production food processing equipment; entrepreneurial management experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Ballast Tools, Incorporated | Founder and President | Private | Operating executive role; not disclosed as a public directorship |
| Good Earth Tools, Inc. | Vice President | Private | Operating executive role; not disclosed as a public directorship |
| Ever Extruder, LLC | Founder and President | Private | Operating executive role; not disclosed as a public directorship |
- The proxy biography does not disclose any current public company directorships outside Escalade for Williams.
- Compensation Committee Interlocks: In 2024, all Compensation Committee members (including Williams) were independent; no director or executive officer of the Company served on the board or compensation committee of an entity that compensates Williams (no interlocks).
Board Governance
- Independence: Independent director under NASDAQ rules; exceptions to independence on ESCA’s board are Messrs. Glazer and Griffin (executive officers).
- Leadership: Lead Independent Director (chairs executive sessions of independent directors).
- Attendance and engagement: Board met 10 times in 2024; independent directors held executive sessions at 4 meetings; all directors attended 100% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Committee assignments and expertise:
- Audit Committee: Member; designated audit committee financial expert.
- Compensation Committee: Chair.
- Nominating & Corporate Governance Committee: Member.
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Considered an audit committee financial expert |
| Compensation | Chair | Leads oversight of executive and director pay |
| Nominating & Corporate Governance | Member | Governance policy oversight |
- Risk oversight framework (context): Audit Committee leads risk oversight (including cybersecurity); independent directors hold regular executive sessions chaired by the Lead Independent Director.
- Code of Ethics posted; applies to directors and executives.
Fixed Compensation
Director pay structure and Williams’ 2024 compensation:
| Item | 2024 Amount/Terms |
|---|---|
| Annual cash retainer (non-employee director) | $56,000 |
| Lead Independent Director fee | $20,000 |
| Audit Committee member fee | $5,000 (Chair: $15,000) |
| Compensation Committee member fee | $3,000 (Chair: $15,000) |
| Nominating & Corporate Governance member fee | $3,000 (Chair: $15,000) |
| Williams – Fees earned (cash) 2024 | $99,000 |
| Williams – Equity awards (grant-date fair value) 2024 | $56,803 |
| Williams – Total 2024 director compensation | $155,803 |
2025 structure adjustments (signal): Annual retainer increased to $58,000; RSU grant intended at 4,500 per non-employee director (two-year vesting); Chairman of the Board to receive $60,000 additional annual fee; Lead Independent Director will no longer receive an additional annual fee; Audit Committee Chair fee increased to $20,000. All other elements unchanged.
Performance Compensation
Equity awards and policies for directors:
| Item | Detail |
|---|---|
| 2024 annual equity grant (non-employee directors) | 4,300 RSUs per director; vests 50% at 1 year and 50% at 2 years, service-based |
| Unvested RSUs at 12/31/2024 (Williams) | 6,950 RSUs unvested |
| 2025 planned grant | Committee intends to award 4,500 RSUs per non-employee director; two-year vesting (50%/50%), service-based |
| Hedging policy | Prohibits hedging/monetization (no collars, swaps, etc.) and margin/puts/calls for directors and officers |
| Clawback policy | Amended and restated Nov-2023; applies to directors and officers receiving incentive-based compensation tied to financial reporting measures in the event of certain restatements; three-year lookback |
Recent Form 4 activity (vesting/conversions):
- 2024-05-10: Form 4 filed showing RSUs converted to common stock; remaining 2,650 RSUs set to vest on 2025-05-10 (one-for-one)
- 2025-05-08 filing note (summary): RSUs converted into common stock one-for-one (Form 4 filed by Williams)
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships (outside ESCA) | Not disclosed in proxy biography for Williams |
| Compensation Committee Interlocks (2024) | None; all members independent; no cross-compensation boards involving Williams, Baalmann, Franklin |
Expertise & Qualifications
- Designated “audit committee financial expert”; deep understanding of GAAP/SEC compliance.
- Entrepreneurial manufacturing operator with decades of experience (Ballast Tools, Good Earth Tools, Ever Extruder); brings manufacturing, sales, and operational insight.
- Lead Independent Director experience; chairs executive sessions and Compensation Committee.
Equity Ownership
Beneficial ownership and alignment (as of Feb 25, 2025; 13,663,778 shares outstanding):
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Edward E. Williams | 442,789 | 3.24% | Includes 289,487 shares held by KPW Family Limited Partnership; Williams is one of three partners and disclaims beneficial ownership of those shares; 6,950 unvested RSUs not included in total |
| Shares outstanding (reference) | 13,663,778 | — | Basis for % ownership |
Related-party and alignment checks:
- Related-person transactions: The Company reports no current agreements, arrangements, or similar relationships with its directors or executive officers (including Williams).
- Hedging prohibited for directors/officers (alignment positive).
Governance Assessment
Key positives
- Independence and leadership: Lead Independent Director; independent under NASDAQ rules; chairs executive sessions, supporting independent oversight. 100% attendance and active committee leadership (Compensation Chair; Audit member) signal engagement.
- Financial expertise: Audit committee financial expert designation; strengthens oversight of financial reporting and audit.
- Ownership alignment: Meaningful beneficial ownership (3.24%); ongoing time-vesting RSU grants; hedging prohibited; clawback policy applies to directors for incentive-based comp.
- Interlocks/conflicts: No Compensation Committee interlocks; Company discloses no related-party transactions with directors/executives.
Potential investor watchpoints
- Tenure: Director since 2004. Longer tenure can raise independence-perception questions in some governance frameworks, though he remains designated independent and serves as Lead Independent Director.
- Role changes to compensation: Elimination of the Lead Independent Director fee in 2025 will reduce Williams’ cash compensation if he continues in that role; monitor whether compensation changes alter incentives or leadership structure.
SAY-ON-PAY/Shareholder feedback (context)
- The Compensation Committee notes consistently high approval in say-on-pay advisory votes, which it considers in decisions (no specific percentage disclosed).