Joe L. Williams
About Joe L. Williams
Joe L. Williams is an independent director of Friedman Industries (FRD), serving since 2000. He is a partner at Pozmantier, Williams & Stone Insurance Consultants, LLC in Houston, and previously held executive officer roles at several large insurance businesses, bringing insurance and risk management expertise to the board. As of the 2025 proxy, he is 79 years old and serves as presiding director for executive sessions of independent directors. The board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several large insurance businesses (unspecified) | Executive Officer | Prior to current | Executive experience and risk management background cited as qualifications for FRD board service. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pozmantier, Williams & Stone Insurance Consultants, LLC (Houston, TX) | Partner | Current | Insurance and risk management expertise contributes to board oversight and risk discussions. |
Board Governance
- Independence: The board has determined all nominees except CEO Michael Taylor are independent; Williams is independent.
- Lead roles: Williams serves as presiding director for executive sessions of independent directors; the board has no formal Lead Independent Director.
- Attendance: In FY2025, no director attended fewer than 75% of combined board and committee meetings; the board met five times. In FY2024, no director was <75%; the board met four times.
- Committee memberships:
- FY2025 committees: Nominating Committee member (Committee composed of Scott (Chair), Taylor, Reichenthal, Stevenson, Williams); he is not listed on Audit or Compensation.
- FY2024 committees: Compensation Committee member (Scott; Agrawal; Reichenthal (Chair); Stevenson; Williams), and Nominating Committee member.
- Governance documents: The Audit Committee operates under a charter; Compensation Committee charter adopted and attached in 2025 (Appendix B), whereas in 2024 Compensation Committee did not operate under a charter; Nominating Committee charter provided.
Fixed Compensation
Directors receive a quarterly cash retainer and Audit Committee fees where applicable; Williams’ cash compensation aligns with base retainer (he is not on the Audit Committee).
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash Retainer Policy ($/quarter) | $9,000 | $9,000 |
| Audit Chair Fee ($/quarter) | $3,000 | $3,000 |
| Audit Member Fee ($/quarter) | $2,250 | $2,250 |
| Joe L. Williams – Fees Earned or Paid in Cash ($) | $36,000 | $36,000 |
| Joe L. Williams – Total Director Compensation ($) | $46,000 | $46,000 |
Notes:
- Mr. Taylor (CEO) did not receive director compensation.
Performance Compensation
Director equity is granted as restricted stock (time-based; committee discretion). No director-specific performance metrics (TSR, EBITDA, etc.) are disclosed for Williams’ grants.
| Component | FY2024 | FY2025 |
|---|---|---|
| Restricted Stock Awards ($ fair value) | $10,000 (grant of restricted stock; number of shares not disclosed in director table) | $10,000 (grant of restricted stock; number of shares not disclosed in director table) |
| Award Type and Terms | Restricted stock; holders generally have shareholder rights (incl. dividends) during restriction period; non-transferable; committee may set vesting and other restrictions. |
- Clawback policy applies to current/former executive officers upon restatement; not directed at non-employee directors.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company board service disclosed for Williams. |
- Related-party transactions: FY2025 disclosed a transaction with another director’s company (Agrawal/PT&P); no related-party transactions requiring disclosure for Williams.
- Policy: Audit Committee reviews and generally prohibits related party transactions, with limited exceptions.
Expertise & Qualifications
- Insurance and risk management; executive officer experience in large insurance businesses.
- Board role: Presiding director for independent executive sessions; Nominating Committee member shaping board composition.
Equity Ownership
| Metric | As of 7/25/2024 | As of 7/28/2025 |
|---|---|---|
| Shares Beneficially Owned (Williams) | 31,574 | 32,245 |
| Ownership % of Outstanding | <1% | <1% |
| Officers & Directors as a Group (shares; %) | 320,394; 4.6% | 388,092; 5.5% |
- Section 16 compliance: Company reports directors satisfied filing requirements in FY2024 and FY2025.
- Pledging/Hedging: No pledging by Williams disclosed; plan prohibits transfer/pledge of awards.
Shareholder Voting Signals (2025 Annual Meeting)
- Director election votes (For/Withheld):
- Joe L. Williams: 3,096,330 For; 410,029 Withheld. Withheld votes for Williams were the second-highest among nominees (Sandy Scott was highest).
- Say-on-Pay (advisory): 3,363,395 For; 82,140 Against; 60,822 Abstain. One-year frequency preferred (2,960,270 votes).
- Auditor ratification: 5,140,194 For; 69,423 Against; 5,183 Abstain.
- Bylaw amendment (shareholder right to amend): Not approved; votes For 3,418,330; Against 81,346; Abstain 6,683 (below two-thirds threshold).
Compensation Committee Analysis
- FY2024: Compensation Committee operated without a formal charter; Williams was a member.
- FY2025: Compensation Committee charter adopted; membership excludes Williams; Committee met six times, indicating increased engagement.
Governance Assessment
- Strengths:
- Long-tenured independent director with presiding role over executive sessions, enhancing independent oversight.
- Active participation in Nominating Committee across years; no attendance issues reported; board and committees met frequently (FY2025 board: five meetings; Compensation: six; Audit: four; Nominating: three).
- No related-party transactions involving Williams; Section 16 compliance affirmed.
- Watch items / potential red flags:
- Elevated withheld votes vs most peers in 2025 (410,029 withheld); while not the highest, signals some shareholder reservations.
- No formal Lead Independent Director despite combined Chair/CEO structure; Williams’ presiding role partially mitigates but is not equivalent to a formal lead independent mandate.
- Alignment:
- Stable director pay mix year-over-year ($36k cash; $10k restricted stock), and modest personal share ownership (<1%), offering some alignment without excessive risk.
Overall, Williams contributes independent oversight and board continuity via presiding director and nominating work; monitoring shareholder sentiment trends (withhold rates) and the effectiveness of executive-session leadership in a combined Chair/CEO structure remains prudent.