Walter Glazer
About Walter P. Glazer, Jr.
Walter P. Glazer, Jr. (age 66) is Escalade’s Chairman of the Board and Chief Executive Officer and President (full-time since January 1, 2022; interim from February–December 2021). He has served as a director since 2015 and will retire as CEO and President effective April 1, 2025. Glazer holds an MBA from the Darden School (University of Virginia), a BBA in Risk Management from the University of Georgia, and is a Chartered Financial Analyst; he is considered an audit committee financial expert under SEC rules. He is not an independent director, given his executive roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Speedball Art Products Company | Founder & Chief Executive Officer | 1997–2021 | Led manufacturing and distribution of fine art materials worldwide. |
| Wheat First Securities | Senior Vice President, Equity Research Group | 1996–1997 | Sell-side research leadership. |
| J.J.B. Hilliard, W.L. Lyons | Equity Securities Analyst; Director of Research | 1986–1995 | Securities analysis, research management. |
| Crum & Forster | Property/Casualty Underwriter & Marketing Representative | 1981–1984 | Insurance underwriting/marketing. |
External Roles
No current public-company directorships or external board roles are disclosed for Glazer.
Board Governance
- Roles: Chairman of the Board; CEO and President; not independent.
- Committee assignments: None—Escalade’s three standing committees (Audit; Compensation; Nominating & Corporate Governance) are composed entirely of independent directors.
- Attendance: 100% of Board and applicable committee meetings in 2024; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors held executive sessions at four Board meetings; chaired by Lead Independent Director Edward E. Williams.
- Board leadership: Combined Chair/CEO structure, monitored at least annually; Williams serves as Lead Independent Director.
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2023 | 511,211 |
| 2024 | 515,000 |
| 2025 (Jan–Mar before retirement) | 515,000 (same rate prior to Apr 1, 2025 retirement) |
Notes:
- Non-employee director fees do not apply to Glazer; he received no Board compensation in 2024.
Performance Compensation
| Year | Non-Equity Incentive Plan Compensation ($) | Cash Bonus ($) | Stock Awards (RSUs) – ASC 718 Value ($) |
|---|---|---|---|
| 2023 | 181,323 | – | 1,064,702 |
| 2024 | 736,509 | 414,469 | – (2024 RSUs disclosed separately below) |
RSU Grants and Vesting
| Grant Date | Award | Vesting Schedule |
|---|---|---|
| April 3, 2024 | 57,450 RSUs | One-third on Apr 3, 2025; Apr 3, 2026; Apr 3, 2027, subject to continued employment. |
| March 11, 2025 | 8,346 RSUs | One-third on Mar 11, 2026; Mar 11, 2027; Mar 11, 2028, subject to continued employment. |
Performance Metrics and Plan Design
| Component | 2024 Design Details |
|---|---|
| Annual cash bonus target | Target bonuses ranged from 100% to 130% of base salary for named executives. |
| Bonus pool determination | Based on achievement against Compensation Committee-set performance targets; allocation weighted by target percentages of Company revenues and profits and qualitative assessments. |
| Qualitative metrics | Financial, strategic, and operational objectives reviewed; bonus approved based on overall performance (e.g., CEO bonus $414,469 for 2024). |
| Clawback | Amended and restated Nov 2023; recovery of incentive-based comp for three-year lookback in case of restatement or misconduct. |
| Hedging/derivatives policy | Directors/officers prohibited from hedging, margin purchases, and buying/selling puts/calls; policy updated Mar 2024. |
Change-in-Control Provisions (2017 Incentive Plan)
- RSU vesting accelerates upon change-in-control if awards are not assumed or substituted. As of 12/31/2024, potential value of Glazer’s unvested stock awards was $2,228,265 (based on $14.28 closing price). All RSUs expire on or before April 3, 2027.
Other Directorships & Interlocks
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | – | – | No current public-company boards or disclosed interlocks for Glazer. |
Compensation Committee Interlocks
- No director or executive officer serves on boards or compensation committees that compensate Williams (Comp Chair), Baalmann, or Franklin.
Expertise & Qualifications
- Education and credentials: MBA (Darden); BBA (University of Georgia); CFA charterholder.
- Expertise: Securities analysis; manufacturing; consumer products; strategic planning; capital allocation; considered an audit committee financial expert.
- Board qualification narrative provided and supports role as Chair/CEO.
Equity Ownership
Beneficial Ownership (as of February 25, 2025)
| Item | Amount |
|---|---|
| Total beneficially owned shares | 527,051 (3.84% of 13,663,778 outstanding) |
| Directly held | 446,631 |
| Spouse | 8,500 |
| RSUs vested by/on April 3, 2025 (included) | 79,920 |
| RSUs unvested (excluded from beneficial total) | 66,070 |
Outstanding Equity Awards (as of December 31, 2024)
| Unvested RSUs (#) | Market Value ($) at $14.28 |
|---|---|
| 156,041 | 2,228,265 |
Notes:
- No outstanding stock options (exercisable or unexercisable) are reported.
- Hedging and short-term derivative transactions prohibited under insider trading policy.
- No related-party transactions involving Glazer disclosed; Audit Committee pre-approves any such relationships.
Governance Assessment
- Strengths: 100% meeting attendance; regular executive sessions led by a Lead Independent Director; committees are fully independent; robust clawback and anti-hedging policies; material beneficial ownership (3.84%), aligning interests.
- Alignment: CEO pay includes substantial at-risk components; RSUs with multi-year vesting; 2024 bonus tied to financial/strategic outcomes.
- Independence and structure: Glazer is not independent due to CEO/President role; combined Chair/CEO structure monitored annually; Williams serves as Lead Independent Director to counterbalance.
- Pay governance signals: Director compensation structure updated for 2025 (e.g., Chairman of the Board additional annual fee of $60,000; removal of Lead Independent Director fee; Audit Chair increased); continued equity grants to directors with two-year vesting.
- Risk indicators and context: Prior disclosure of material weaknesses in internal controls and 2024 change of auditor (FORVIS to Grant Thornton) with no disagreements noted; Audit Committee oversight emphasized.
RED FLAGS
- Combined Chair/CEO role (not independent), with potential concentration of influence despite Lead Independent Director counterbalance.
- Internal control material weaknesses previously disclosed; audit firm change in 2024—requires continued monitoring of remediation effectiveness.
Additional Signals
- Say-on-Pay: Board proposes annual votes; Compensation Committee notes consistently high approval levels, signaling shareholder support, though specific percentages are not disclosed.