Mike Taylor
About Mike Taylor
Mike Taylor, age 66, is President & Chief Executive Officer of Friedman Industries and Chairman of the Board; he has served as CEO since September 2019 (interim CEO from February 2019) and as a director since 2016, with prior experience as President of Cargill Metals Supply Chain, a large steel processing and distribution business . Under his tenure, FRD’s cumulative TSR for an initial $100 investment was $128.72 (FY2023), $212.71 (FY2024), and $169.01 (FY2025), while net earnings were $21.3M (FY2023), $17.3M (FY2024), and $6.1M (FY2025) . Revenues were $547.5M*, $516.3M*, and $444.6M* for FY2023–FY2025 and EBITDA was $24.8M*, $27.6M*, and $6.1M* respectively; values reflect a cyclical downturn in FY2025 versus the prior two years.* (Values retrieved from S&P Global)
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cargill Metals Supply Chain | President | Not disclosed | Led a large steel processing and distribution business; deep sector expertise relevant to FRD’s operations |
External Roles
- No external public company directorships or committee roles disclosed.
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 389,996 | 662,499 |
| Bonus ($) | 1,211,538 | 21,635 |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | 12,990 | 16,600 |
| Total ($) | 1,614,524 | 700,734 |
Notes:
- Bonuses consist of discretionary Board-determined components tied to Company performance and Christmas bonuses; no target bonus percentages disclosed .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Company performance (discretionary) | Not disclosed | Not disclosed | Not disclosed | 1,211,538 (FY2024); 21,635 (FY2025) | N/A |
| Restricted Stock | Time-based RSU/Restricted Stock | N/A | N/A | N/A | N/A | 10,000 shares vesting April 1, 2025 |
Notes:
- The proxy does not disclose formal quantitative performance metrics, weightings, or payout curves for the CEO’s annual incentives; awards appear discretionary and time-based for equity in the periods shown .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 219,066 shares (3.1% of outstanding) |
| Shares outstanding reference | 7,059,440 shares as of July 28, 2025 |
| Vested vs unvested | 10,000 restricted shares unvested at FY-end, scheduled to vest April 1, 2025 |
| Market value of unvested (as of 3/31/25) | $148,900 based on $14.89 closing price |
| Options outstanding | None disclosed (no exercisable or unexercisable options) |
| Pledging/Hedging | No pledging or hedging policy disclosure identified in proxy; clawback policy disclosed |
| Ownership guidelines | Not disclosed |
Employment Terms
| Provision | Term |
|---|---|
| Change-in-control severance plan (CEO) | 3x multiplier on base salary + average bonus (last 3 years) plus pro-rata bonus; 3x continuation of monthly company contributions to medical/dental/vision; up to $10,000 outplacement |
| Trigger mechanics | Double-trigger: Involuntary termination (good reason or without cause) during the “Change in Control Period” (3 months before to 18 months after a change in control) |
| Clawback policy | Adopted per Exchange Act Section 10D/Nasdaq; recoupment of erroneously awarded incentive comp upon restatement (lookback of 3 completed fiscal years) |
| Equity plan (2025 LTIP) | Authorizes up to 550,000 shares; permits ISOs, NQSOs, SARs, RSUs, Restricted Stock, other stock/cash awards; minimum 1-year vesting with limited exceptions; robust forfeiture/recoupment provisions |
Board Governance
- Role: CEO and Chairman of the Board; the Board currently favors combined CEO/Chair structure, citing effectiveness and alignment with Company needs .
- Independence: Six of seven directors are independent; Mike Taylor is not independent .
- Committees: Audit, Compensation, and Nominating committees composed solely of independent directors; Mike Taylor is not listed as a committee member .
- Lead independent director: None; executive sessions are presided over by Joe L. Williams .
- Attendance: No director attended fewer than 75% of combined meetings; Board met five times in FY2025 .
- Director compensation: Mr. Taylor receives no separate compensation for board service .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR – Value of initial $100 | 128.72 | 212.71 | 169.01 |
| Net Earnings ($) | 21,344,000 | 17,345,000 | 6,085,000 |
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 547,542,000* | 516,251,000* | 444,600,000* |
| EBITDA ($) | 24,800,000* | 27,588,000* | 6,076,000* |
*Values retrieved from S&P Global
Compensation Structure Analysis
- Mix shift: FY2024 featured a large discretionary cash bonus ($1.21M) versus FY2025 ($21.6K), consistent with cyclical performance in FY2025; no equity grants shown in the Summary Compensation Table for FY2024–FY2025 .
- Equity design: Outstanding restricted stock vests time-based (10,000 shares vesting April 1, 2025), with broader 2025 LTIP enabling performance-based awards; minimum vesting and clawback provisions reduce repricing/short-termism risk .
- Governance controls: Fully independent compensation committee with authority to retain independent advisors; CEO excluded from sessions determining CEO pay .
Risk Indicators & Red Flags
- Dual role: Combined CEO/Chair without a designated lead independent director may raise oversight concerns; mitigants include majority independent board and fully independent committees .
- CIC economics: CEO 3x CIC severance multiplier could be viewed as rich; double-trigger mechanics and pro-rata bonus structure moderate immediate payout risk .
- Clawback: Formal clawback policy aligned with SEC/Nasdaq rules reduces restatement risk to shareholders .
- Related parties: No related-party transactions disclosed for the CEO; one director-related transaction disclosed for another director (Agrawal) with independence maintained .
Equity Ownership & Trading Signals
- Alignment: 3.1% beneficial stake suggests meaningful alignment; limited unvested equity at FY-end (10,000 shares scheduled to vest) reduces near-term selling pressure from vesting events .
- Pledging/Hedging: No pledging/hedging disclosure identified; the absence of explicit anti-pledging language is a monitoring point (clawback policy is present) .
- Option overhang: No options outstanding for CEO, reducing potential dilution/selling from option exercises .
Compensation Committee Analysis
- Composition: Independent directors only; current members include Mses. Scott and Sharon Taylor and Messrs. Reichenthal (Chair) and Stevenson .
- Advisor independence: Committee empowered to retain independent compensation consultants with oversight over appointments, fees, and independence assessments .
- Process: CEO excluded from deliberations on CEO pay; Committee administers LTIP and oversees shareholder advisory votes on compensation .
Say‑on‑Pay & Shareholder Feedback
- FY2025 proxy solicits an annual say‑on‑pay vote; specific historical approval percentages are not disclosed in the proxy .
Investment Implications
- Pay-for-performance alignment is mixed: FY2024 cash bonus was outsized relative to FY2025 despite TSR volatility and declining net earnings in FY2025; lack of disclosed quantitative bonus metrics limits transparency .
- Governance and retention: Double-trigger CIC plan at 3x for the CEO enhances retention through potential change-of-control uncertainty; however, combined CEO/Chair structure without a lead independent director may warrant a governance discount .
- Ownership alignment: CEO’s 3.1% stake, absence of options, and modest unvested equity suggest reasonable alignment and low mechanical selling pressure; monitor any future equity grants under the expanded 2025 LTIP for dilution and vesting cadence .
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