Katherine Franklin
About Katherine Franklin
Katherine F. Franklin, age 56, has served as an independent director of Escalade, Incorporated since 2020, and currently chairs the Nominating & Corporate Governance Committee while serving on the Audit and Compensation Committees . She holds an A.B. from Princeton University and a Master’s degree from Columbia University, with a career spanning franchise development, brand strategy, licensing, and consumer marketing across Disney, Lightstorm Entertainment (Avatar franchise), and entrepreneurial roles . In 2024, all directors (including Franklin) attended 100% of Board and committee meetings; the Board had ten meetings and independent directors held executive sessions in conjunction with four Board meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Key and Kite LLC | Partner (consulting) | Feb 2024–present | Provides consulting services |
| Hidden Pigeon Company | CEO/Advisor | Feb 2023–Jan 2024 | Family entertainment start-up; leadership role |
| Lightstorm Entertainment, Inc. | President, Franchise Development | Jun 2011–Feb 2023 | Oversaw global brand strategy for Avatar franchise |
| Fox Franklin Consulting | Principal | 2010–2011 | Strategic/marketing consulting |
| Disney Consumer Products | VP, Global Studio Franchise Development | 2006–2009 | Cross-platform franchise and licensing strategy |
| The Walt Disney Company | Various management roles | 1998–2006 | Brand/product development and marketing |
| The Jack Morton Company | Project Manager/Associate Creative Director | 1997 | Marketing/creative execution |
External Roles
| Category | Role/Company | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed for Franklin |
| Private/other boards | None disclosed | — | No non-profit/academic boards disclosed for Franklin |
Board Governance
- Independence: Franklin is one of three independent directors; only the CEO (Glazer) and the VP Corporate Development & IR (Griffin) are non-independent .
- Committee assignments: Audit Committee (Member), Compensation Committee (Member), Nominating & Corporate Governance Committee (Chair). Audit committee financial expert designation applies to Baalmann and Williams, not Franklin .
- Attendance: 100% attendance across Board and her committees in 2024; Board met ten times and independent directors held executive sessions with four Board meetings .
- Lead Independent Director: Edward E. Williams (chairs executive sessions of independent directors) .
- Years of service: Director since 2020 .
Committee assignment table:
| Committee | Role |
|---|---|
| Audit | Member |
| Compensation | Member |
| Nominating & Corporate Governance | Chair |
Fixed Compensation
- 2024 director fee schedule: Annual retainer $56,000; Audit Committee member $5,000 (Chair $15,000); Compensation Committee member $3,000 (Chair $15,000); Nominating & Corporate Governance member $3,000 (Chair $15,000); Lead Independent Director additional $20,000; directors reimbursed for reasonable out-of-pocket expenses .
- 2025 changes: Annual retainer increased to $58,000; planned RSU awards 4,500 per director; Chairman of the Board to receive additional $60,000; Lead Independent Director fee eliminated; Audit Committee Chair fee increased to $20,000 (all other elements unchanged) .
| Year | Fees Earned or Paid in Cash ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 79,000 | 56,803 | 135,803 |
| 2023 | 79,000 (part cash $55,300; part shares $23,700) | 63,706 | 142,706 |
Performance Compensation
- Equity structure: Non-employee directors receive annual RSU grants with time-based vesting (50% after one year, 50% after two years), aligning pay with shareholder value while avoiding option-like risk; RSUs are not tied to performance metrics for directors .
- Planned 2025 grants: 4,500 RSUs per non-employee director (two-year vesting) .
RSU grant and vesting details:
| Year | Units Granted | Vesting Schedule | Fair Value Recognized (Franklin) |
|---|---|---|---|
| 2024 | 4,300 RSUs (each non-employee director) | 50% at 1 year; 50% at 2 years | $56,803 |
| 2023 | 5,300 RSUs (each non-employee director) | 50% at 1 year; 50% at 2 years | $63,706 |
| 2025 (planned) | 4,500 RSUs (each non-employee director) | 50% at 1 year; 50% at 2 years | Not yet determined at proxy finalization |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None; all members independent; no director/officer serves on a board or compensation committee that compensates Franklin or other ESCA committee members |
| Related-party transactions | None; Audit Committee reviews all related-party transactions; no agreements/arrangements with directors or executive officers |
Expertise & Qualifications
- Strategic brand and product development; cross-platform marketing for consumer merchandise, games, and food/beverages .
- Licensing, digital and social media strategy targeting family audiences; global franchise stewardship (Avatar) .
- Education: A.B., Princeton University; Master’s degree, Columbia University .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Class | Unvested RSUs (not included in beneficial total) |
|---|---|---|---|
| Feb 25, 2025 | 25,780 | 0.19% (based on 13,663,778 shares) | 6,950 |
| Feb 28, 2024 | 23,130 | 0.17% (based on 13,754,851 shares) | 5,300 |
- Hedging and derivatives: Company policy prohibits hedging/monetization transactions, margin purchases, and buying/selling puts/calls by directors and officers .
- Pledging: No pledging disclosed; no related-party arrangements with directors .
Governance Assessment
- Strengths: Independent director with 100% attendance, chairs Nominating & Corporate Governance, and serves on Audit and Compensation; alignment via RSU grants and direct share ownership; no related-party transactions or interlocks .
- Compensation structure: Balanced cash retainer plus time-based RSUs; 2025 changes modestly increase cash retainer while maintaining equity grants; no director performance metrics tied to RSUs, reducing risk of short-termism .
- Shareholder sentiment: Say-on-pay approved (8,214,718 For; 725,960 Against; 51,533 Abstain); frequency vote favored annual say-on-pay (8,438,811 For 1-Year) .
- RED FLAGS: One late Form 4 filing disclosed for Franklin (gift of shares received in Dec 2023; filed Feb 26, 2024), though the company reported full compliance for 2024 Section 16 filings in the subsequent proxy year .