Sandy Scott

About Sandy Scott

Sandy Scott is an independent director of Friedman Industries (FRD), serving since 2022. She is 61 years old per the 2025 proxy and brings prior CEO operating experience in industrial services and multiple board roles across private and non-profit organizations. The Board has affirmatively determined she is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence and leadership

  • Independent director; six of seven FRD directors are independent; CEO Mike Taylor is not independent .
  • CEO also serves as Chairman; no formal lead independent director. Independent directors hold executive sessions at least annually; Joe L. Williams serves as presiding director for those sessions .

• Committee assignments and engagement (FY 2025)

  • Compensation Committee: Member (committee composed of Mses. Scott and Taylor and Messrs. Reichenthal (Chair) and Stevenson); met 6 times .
  • Nominating Committee: Chair (committee composed of Ms. Scott (Chair), Ms. Taylor, Messrs. Reichenthal, Stevenson, Williams); met 3 times .
  • Audit Committee: Not a member (Audit is Ms. Taylor (Chair), Messrs. Reichenthal, Stevenson); met 4 times .

• Board activity and attendance

  • Board met 5 times in FY 2025; no director attended fewer than 75% of combined Board and committee meetings of which they were a member .
  • At the 2024 annual meeting, six of seven directors attended .

Fixed Compensation

• Structure (FY 2025)

  • Director cash retainer: $9,000 per quarter .
  • Audit Committee: Chair $3,000 per quarter; members $2,250 per quarter . (No additional fees disclosed for Compensation or Nominating Committees.)

• Actual cash compensation | Metric | FY 2024 | FY 2025 | |---|---:|---:| | Fees Earned or Paid in Cash ($) | $36,000 | $36,000 |

Performance Compensation

• Restricted stock awards (time-based; performance metrics not disclosed for director awards) | Metric | FY 2024 | FY 2025 | |---|---:|---:| | Restricted Stock Awards ($) | $10,000 (all other compensation) | $10,000 (all other compensation) |

• Notes

  • Director “all other compensation” consists of restricted stock awards issued during the fiscal year (amount shown above) .
  • FRD’s 2025 Long-Term Incentive Plan permits equity awards to non-employee directors and caps any single non-employee director’s annual grant date fair value at $100,000 .

Other Directorships & Interlocks

• Current external boards shown above; no public company directorships disclosed for Ms. Scott in FRD’s proxy .
• Related-party transactions: FRD disclosed related-party transactions in FY 2025 (sales to a company led by another director) and FY 2024 (purchases from a former 5% holder; sales to another director’s company), but none involving Ms. Scott. The Audit Committee maintains a written related-party transaction policy .

Expertise & Qualifications

• Executive experience: Former CEO, Sprint Industrial Holdings (industrial rental/transportation) .
• Board governance: Chair of Nominating Committee; member of Compensation Committee, indicating focus on board composition, independence, and executive pay oversight .
• Industry breadth: Director roles across industrial and non-profit organizations (Terra Nova Solutions, Rowland Inc., DWD International, Goodwill of Houston) .

Equity Ownership

• Shares outstanding at 2025 record date: 7,059,440 .

Governance Assessment

• Strengths

  • Independent director with prior CEO experience; serves as Nominating Chair and Compensation member—key governance levers for board composition and pay .
  • Committee and board engagement appear solid: Compensation (6 meetings), Nominating (3), Board (5), with directors meeting the 75% attendance threshold .
  • Structured related-party policy; no related-party transactions involving Ms. Scott disclosed .

• Considerations for investors

  • Combined CEO/Chair and no formal lead independent director may dilute independent board leadership; FRD mitigates with independent director executive sessions and a presiding director (Williams), but it is not a formal LID structure .
  • Director equity ownership is modest (<1% as disclosed); FRD’s proxy does not disclose director stock ownership guidelines, limiting visibility into ownership alignment expectations. Beneficial holdings rose from 6,741 to 9,112 y/y .
  • Director pay is simple and conservative—flat cash fees with small annual restricted stock ($10,000), and no disclosed performance conditions for director equity awards .

• RED FLAGS (none specific to Ms. Scott identified)

  • No conflicts/related-party exposure disclosed for Ms. Scott .
  • No attendance issues disclosed (≥75% threshold) .
  • Broader board-structure flag: combined CEO/Chair and absence of a formal lead independent director .