Michael Hanson
About Michael Hanson
Independent director at Friedman Industries, Incorporated (FRD). Age 68; appointed to the Board in March 2025 and first nominated for election at the September 18, 2025 annual meeting. Retired; formerly Vice President of Sales and Marketing at North Star BlueScope Steel (flat-rolled steel mill), bringing deep industry and commercial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Star BlueScope Steel | Vice President of Sales & Marketing | Not disclosed | Executive commercial leadership in flat-rolled steel; strong understanding of steel industry dynamics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company or external board roles disclosed for Hanson |
Board Governance
- Independence: The Board affirmed Hanson as independent under Nasdaq rules; six of seven directors are independent (CEO Taylor not independent) .
- Committees: As of FY2025, Audit (Chair: Sharon Taylor; members Reichenthal, Stevenson), Compensation (Chair: Reichenthal; members Scott, Stevenson, Sharon Taylor), Nominating (Chair: Scott; members Sharon Taylor, Reichenthal, Stevenson, Williams). Hanson was appointed in March 2025 and was not listed on any committee for FY2025 .
- Attendance: Board met five times in FY2025; no director attended fewer than 75% of combined Board and committee meetings .
- Executive sessions: Independent directors meet at least annually without management; Joe L. Williams presides .
- Chair/CEO structure: CEO Mike Taylor serves as Chairman; Board cites strong independent oversight via committee composition .
Fixed Compensation
| Component | Policy | Hanson FY2025 Actual |
|---|---|---|
| Cash retainer | $9,000 per quarter for directors (CEO does not receive director pay) | $3,000 (appointed March 2025; partial-period) |
| Audit Committee Chair | $3,000 per quarter | — |
| Audit Committee Member | $2,250 per quarter | — |
| Meeting fees | Not disclosed | — |
Performance Compensation
| Component | Policy/Plan Terms | Hanson FY2025 Actual |
|---|---|---|
| Restricted stock awards (directors) | Directors typically received restricted stock awards; FY2025 “All Other Compensation” of $10,000 for most directors | None (no stock award recorded for Hanson in FY2025) |
| 2025 Long-Term Incentive Plan | Authorizes ISOs, NQSOs, SARs, RSUs, Restricted Stock, other stock/cash awards; min vesting generally ≥1 year; non-employee director annual grant cap $100,000 grant-date fair value (ASC 718) | Plan approved by shareholders on Sept 18, 2025; applicable to future grants |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships or interlocks disclosed |
Expertise & Qualifications
- Past steel mill executive; “sound understanding of our business and the broader steel industry.” Independence and executive experience cited as qualifications .
- Board composition emphasizes financial expertise (e.g., Audit Chair Sharon Taylor qualifies as SEC “financial expert”) and risk management experience among directors; committees entirely independent .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As of |
|---|---|---|---|
| Michael Hanson | — | Less than 1% | July 28, 2025 |
- Stock pledging/hedging: Not disclosed.
- Vested/unvested director equity: No FY2025 awards disclosed for Hanson .
- Ownership guidelines for directors: Not disclosed; however, the 2025 LTIP sets an annual director grant cap and minimum vesting standards .
Shareholder Voting Signals (2025 Annual Meeting)
| Item | For | Against | Abstain | Notes |
|---|---|---|---|---|
| Elect Michael Hanson | 3,457,262 | 49,097 | — | Elected by plurality |
| Say-on-Pay (NEO compensation) | 3,363,395 | 82,140 | 60,822 | Strong support |
| Say-on-Pay Frequency | 2,960,270 (1 yr) | 9,443 (2 yr) | 529,211 (3 yr) | Majority favored annual vote |
| Ratify Auditor (Baker Tilly US, LLP) | 5,140,194 | 69,423 | 5,183 | Passed |
| Approve 2025 LTIP | 3,347,167 | 142,507 | 15,590 | Passed |
| Amend Articles to allow shareholder bylaw amendments | 3,418,330 | 81,346 | 6,683 | Failed (did not meet ≥2/3 outstanding shares threshold) |
Related Party Transactions (FY2025)
- The only disclosed related party transaction was sales of ~$244,000 to Piping Technology & Products (President: Director Durga Agrawal); Audit Committee policy requires review/approval; company concluded Agrawal remains independent. No other related person transactions required disclosure under Item 404(a) for FY2025 .
- No related-party transactions disclosed involving Michael Hanson .
Governance Assessment
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Strengths:
- Independence: Hanson is affirmed independent; all committees are independent; executive sessions held with presiding director .
- Expertise: Direct industry background enhances board effectiveness in a cyclical commodity business .
- Accountability: Strong shareholder support for Hanson’s election and for annual Say-on-Pay; auditor ratification and LTIP approval signal investor confidence in governance and incentive design .
- Clawback: Company maintains an Exchange Act Section 10D-compliant clawback policy for executive incentive compensation .
-
Watch items / potential red flags:
- Ownership alignment: Hanson reported no beneficial ownership as of July 28, 2025; while common for newly appointed directors, low personal holdings can be perceived as weaker “skin-in-the-game” alignment until equity grants or open market purchases occur .
- Committee engagement: No committee assignments disclosed for Hanson in FY2025; monitor subsequent year committee placements to assess governance impact .
- Shareholder rights: Proposal to allow shareholder bylaw amendments failed to meet a supermajority threshold; indicates high bar for shareholder-initiated governance changes .
Note: Attempted to retrieve Form 4 insider transactions for “Michael Hanson” at FRD via the insider-trades skill, but access was unauthorized. This assessment uses proxy disclosures and shareholder voting outcomes.