Patrick Griffin
About Patrick Griffin
Patrick J. Griffin, 55, is Vice President, Corporate Development & Investor Relations at Escalade and a director since 2009; he has served in the current VP role since August 2012 and was first elected an executive officer in February 2011 . He holds an MBA from the University of Michigan–Ann Arbor . Recent performance context: FY2024 net income rose to $12.986M from $9.829M in FY2023 (+32.1%), while Company TSR fell from $134.74 to $101.53 on the proxy’s $100 TSR tracker, reflecting stock price volatility despite earnings improvement . Griffin is a significant shareholder with beneficial ownership of 2,801,416 shares (20.49%) as of Feb 25, 2025, creating strong alignment with investors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Escalade, Incorporated | VP, Corporate Development & Investor Relations | Aug 2012–Present | Corporate development, IR leadership; dealmaking and investor communications |
| Martin Yale Group | President | 2009–2012 | Led operations of a business unit; prior SVP Sales & Marketing at Martin Yale International |
| Escalade Sports | Product Management roles | 2002–2006 | Product strategy and portfolio management |
| Edmondson/Quest | Director of Strategic Services | 2000–2002 | Strategy consulting experience |
| Webcentric, Inc./Network Commerce | Director of Business Development | 1999–2000 | Business development in tech/e-commerce |
| Koch Industries | Strategic Planning Associate | 1998–1999 | Corporate strategy experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Regency Properties | Board of Managers | 2024–Present | Shopping center owner; governance role |
| Water Street Partners | Managing Partner | 2004–Present | Invests in equity of public/private companies and real estate |
| Stiga Sports AB | Director | 2007–May 2018 | Former Escalade JV; board service ended 2018 |
| Escalade International, Ltd. | Director | 2007–2013 | Board service |
| Neoteric Industries, Inc. | Director | 2009–2017 | Board service |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 (set) |
|---|---|---|---|
| Base Salary ($) | $200,000 | $200,000 | $207,000 |
| Director Fees | Not paid (exec directors receive no board pay) | Not paid | Not paid (not disclosed otherwise) |
- Annual cash incentive plan structure: target bonuses for named executives ranged from 100% to 130% of base salary; bonus pool based primarily on target percentages of Company revenues and profits, with allocations based on quantitative/qualitative assessments .
Performance Compensation
| Component | Metric/Terms | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Profit Incentive Bonus (FY2024) | Revenues/profits, strategic/operational objectives | 100–130% of base salary (company-wide range) | Achieved threshold; Committee-approved payout | $123,814; Griffin elected stock in lieu of cash | Immediate (stock issued as “Stock Awards”) |
| Annual Profit Incentive Bonus (FY2023) | Revenues/profits, strategic/operational objectives | 100–130% of base salary (company-wide range) | Achieved threshold | $65,000 (cash) | Immediate |
| RSU Grant (Mar 3, 2023) | 5,550 RSUs | Time-based | Vested 1,850 on Mar 3, 2024; 1,850 on Mar 3, 2025; 1,850 due Mar 3, 2026 | Equity; fair value included in restricted stock awards ($70,929 in 2023) | One-third per year over 3 years |
| RSU Grant (Apr 3, 2024) | 6,300 RSUs | Time-based | 2,100 due Apr 3, 2025; 2,100 due Apr 3, 2026; 2,100 due Apr 3, 2027 | Equity; fair value included in restricted stock awards ($80,766 in 2024) | One-third per year over 3 years |
| RSU Grant (Mar 11, 2025) | 5,520 RSUs | Time-based | 1,840 due Mar 11, 2026; 1,840 due Mar 11, 2027; 1,840 due Mar 11, 2028 | Equity (2025 grant) | One-third per year over 3 years |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Feb 25, 2025) | 2,801,416 shares (20.49% of class on 13,663,778 shares) | Includes: 1,326,736 shares via Family Limited Partnership; 2,000 shares held by adult son; 614,964.629 shares in an irrevocable trust (previously held by his late father); 300,000 shares in a revocable trust of his mother; Griffin disclaims beneficial interest except to his pecuniary interest |
| Beneficial Ownership (Feb 28, 2024) | 1,880,834 shares (13.67% of class on 13,754,851 shares) | Includes 1,326,736 Family LP shares; 2,000 son’s shares; RSUs vested noted separately |
| Unvested RSUs at 12/31/2024 | 11,667 units; MV $166,605 (at $14.28) | No options outstanding |
| Ownership Guidelines | Not disclosed | — |
| Hedging/Margin/Puts/Calls | Prohibited by insider trading policy | Alignment positive; reduces misalignment risk |
| Shares Pledged as Collateral | Not disclosed in proxy statements | No pledging disclosure observed |
Insider Transactions and Upcoming Vesting Signals:
- RSU vesting events reported Mar 3, 2025 (1,667 and 1,850 units from 2022 and 2023 grants) .
- Open-market purchase: 8,265 shares on Mar 13, 2025 (~$123,809), signaling insider confidence .
- RSU grant disclosure: 6,300 RSUs granted Apr 3, 2024 (1/3 vest annually starting Apr 3, 2025) .
- Gifts: 2,578 shares gifted to adult son and daughter on Jun 5, 2025 (1,289 each); Griffin disclaims beneficial interest .
- Earlier gift: 879 shares received from father on Dec 14, 2023 .
Upcoming vesting that may create mechanical sell pressure (if tax withholding via share delivery occurs):
- Mar 3, 2026: 1,850 RSUs from 2023 grant .
- Apr 3, 2026 and Apr 3, 2027: 2,100 RSUs each from 2024 grant .
- Mar 11, 2026/2027/2028: 1,840 RSUs each from 2025 grant .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; all employees including named executives are at-will |
| Severance (cash) | No cash severance agreements for named executives (Griffin included) |
| Change-of-control treatment | 2017 Incentive Plan: accelerates vesting of outstanding RSUs upon change-in-control if awards are not assumed/substituted; Griffin’s unvested RSUs had ~$166,605 value at 12/31/2024 (close $14.28) |
| Clawback | Amended & restated Nov 2023; recovery of incentive-based comp upon certain restatements within prior 3 years |
| Hedging/derivatives/margin | Prohibited (variable forwards, swaps, collars, exchange funds, margin purchases, puts/calls) |
| Non-compete / non-solicit | Not disclosed for Griffin; general policies apply |
| Garden leave / consulting post-termination | Not disclosed for Griffin |
Director Service and Governance
- Board service: Director since 2009; nominee for re-election at 2024 and 2025 meetings .
- Committees: All three committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors; as an executive officer, Griffin is not listed on any committee .
- Independence: The Board determined Griffin (and CEO) are not independent by Nasdaq Rule 5605(a)(2); three of five directors are independent .
- Board leadership: CEO serves as Chairman; Lead Independent Director (Edward E. Williams) chairs executive sessions; structure reviewed annually .
- Attendance: 100% attendance by all directors at Board and committee meetings in 2024 .
- Director compensation: Executive directors (Glazer, Griffin) received no director fees in 2024; non-employee directors received cash retainers and RSUs (e.g., 2024 annual retainer $56,000; 4,300 RSUs; increases planned for 2025) .
Director Compensation (for Griffin as director)
| Element | FY2023 | FY2024 |
|---|---|---|
| Cash retainer/fees | Not paid (exec directors) | Not paid |
| Equity grants (board RSUs) | Not received (exec directors) | Not received |
Compensation and Realized Pay (Named Executive detail)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Salary ($) | $196,286 | $200,318 |
| Stock Awards ($) | — | $123,814 (bonus taken in stock) |
| Restricted Stock Awards ($) | $70,929 | $80,766 |
| Non-Equity Incentive ($) | $65,000 | — (elected stock) |
| All Other Compensation ($) | $10,910 | $12,808 |
| Total ($) | $343,125 | $417,706 |
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay: 8,214,718 FOR; 725,960 AGAINST; 51,533 ABSTAIN; 3,592,537 broker non-votes (approved) .
- Frequency vote: 1-YEAR recommended and approved; Company will include an annual say-on-pay vote .
Company Financial Performance (context over last five fiscal years)
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| Revenues ($) | $273.649M [*] | $313.612M [*] | $313.757M [*] | $263.566M [*] | $251.510M [*] |
| EBITDA ($) | $37.048M* | $36.731M* | $32.378M* | $23.482M* | $22.140M* |
| Net Income ($) | $25.934M [*] | $24.405M [*] | $17.989M* | $9.829M [*] | $12.986M* |
- Values with asterisk retrieved from S&P Global.
- TSR tracker (proxy $100 investment): $68.71 (2022), $134.74 (2023), $101.53 (2024) .
Compensation Structure Analysis
- Shift to RSUs: Escalade has not granted options “for many years”; long-term incentives are primarily RSUs with time-based vesting, reducing risk versus options and emphasizing retention .
- Cash vs equity mix: Griffin’s 2024 realized pay leaned more to equity via RSUs plus stock-settled bonus, increasing alignment with shareholders .
- Performance metrics: Annual bonus emphasizes Company revenues and profits with Committee discretion; no evidence of softened targets disclosed; clawback strengthens pay-for-performance integrity .
- No executive cash severance: For Griffin, lack of severance reduces pay inflation risk and golden parachute concerns; change-in-control RSU acceleration remains the primary economic exposure .
Related Party Transactions and Red Flags
- Related party transactions: None disclosed with directors/executives .
- Hedging/pledging: Hedging and derivatives prohibited; no pledging disclosures identified .
- Governance checks: Independent committees; Lead Independent Director; regular executive sessions .
- Internal controls: Change of auditor in 2024 and prior disclosure of material weaknesses with remediation efforts underway (context risk factor) .
Board Governance (committee roles and independence)
- Audit Committee: Chair Richard F. Baalmann, Jr.; all members independent and financial experts identified .
- Compensation Committee: Chair Edward E. Williams; independent members; no interlocks .
- Nominating & Corporate Governance: Chair Katherine F. Franklin; independent members .
- Independence status: Griffin is not independent due to executive role; dual-role governance mitigated by independent committee structure and Lead Independent Director .
Employment & Contracts
| Item | Detail |
|---|---|
| Start as executive officer | February 2011 |
| Current role tenure | VP, Corporate Development & IR since August 2012 |
| Contract term/auto-renewal | Not applicable (at-will; no individual executive contract disclosed for Griffin) |
| Non-compete/non-solicit | Not disclosed for Griffin |
| Post-termination consulting | Not disclosed |
Investment Implications
- Alignment and insider signals: Griffin’s substantial beneficial ownership (20.49%) and 2025 open-market purchase (8,265 shares) plus election to receive bonus in stock indicate strong alignment and confidence, supportive for long-term holders .
- Vesting-driven trading flow: Multiple scheduled RSU vestings in 2026–2028 may cause periodic share issuance/tax-withholding trades; volumes are modest relative to total ownership and float but can create near-term technical pressure around vest dates .
- Retention risk: Absence of cash severance and time-based RSUs suggest retention relies on equity value and role satisfaction; large ownership and board seat reduce departure likelihood, but market volatility impacts realized value .
- Governance considerations: Dual role as executive and director is mitigated by independent committees and a Lead Independent Director; nonetheless, the Chairman/CEO combination and two non-independent directors warrant continued monitoring for independence issues and related-party discipline (currently clean) .
- Pay-for-performance integrity: Clawback and prohibition on hedging support shareholder-friendly posture; bonus linkage to profits/revenue and stock-settlement elections strengthen alignment, though lack of disclosed PSU/TSR metrics means equity is primarily retention-oriented .