Diane Owen
About Diane B. Owen
Independent director since 2002; age 69. Former Senior Vice President and Vice President of Corporate Audit at H.J. Heinz Company (2010–2013; 2000–2010) and independent board member/internal control committee chair at Elliott Group Holdings (Ebara subsidiary) (2014–2019). Recognized audit committee financial expert, former Audit Committee Chair, with extensive global accounting and internal control experience; currently independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.J. Heinz Company | Senior Vice President – Corporate Audit | 2010–2013 | Led global audit; internal controls leadership |
| H.J. Heinz Company | Vice President – Corporate Audit | 2000–2010 | Accounting/finance leadership; internal audit |
| Elliott Group Holdings (Ebara subsidiary) | Independent Board Member; Internal Control Committee Chair | 2014–2019 | Chaired internal control committee |
External Roles
| Company | Role | Committee Positions | Dates |
|---|---|---|---|
| Elliott Group Holdings (Ebara subsidiary) | Independent Board Member | Internal Control Committee Chair | 2014–2019 |
No current public company directorships disclosed in the 2025 proxy.
Board Governance
- Independence: Board determined Owen is independent under Nasdaq and SEC rules; she is one of seven independent directors (CEO excluded).
- Committees: Audit Committee member (financial expert); Nomination & Governance Committee Chair; member of select ad hoc Corporate Responsibility Committee (comprised of the three standing committee chairs plus members; chaired by Janet Lee).
- Attendance: 100% attendance at Board (6 meetings in 2024) and her committees; Audit Committee met 12 times; Compensation 6; Nomination & Governance 4; Corporate Responsibility had no formal meetings in 2024.
- Tenure: Director since 2002 (23 years as of 2025).
- Board leadership: Independent Chair (roles of Chair and CEO separated); no lead independent director given separate roles.
- Refreshment guardrails: No term limits; age cap generally 75 at time of election; periodic performance/tenure reviews and annual board/committee effectiveness assessments and director education.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 70,000 | Standard non-employee director retainer |
| Committee chair fee (Nomination & Governance) | 12,500 | Chair fee level set Feb 14, 2023 |
| Total cash fees paid (2024) | 82,500 | Owen elected cash; no deferral for 2024 |
| Meeting fees | — | Not disclosed for 2024 |
- Non-Employee Director Deferred Compensation Plan allows deferral into stock units or cash; Owen elected cash retainer in cash for 2024.
- Director compensation cap: New Plan limits each non-employee director’s total annual cash+equity compensation to $500,000 (grant-date measured).
Performance Compensation
| Grant Date | Type | Shares | Fair Value ($) | Vesting | Dividends on Unvested |
|---|---|---|---|---|---|
| May 23, 2024 | Restricted Stock | 2,842 | 80,000 | One-year cliff to May 23, 2025 | Not paid until earned/vested under plan features |
- 2025 change: Nomination & Governance Committee approved a $10,000 increase in the annual equity award value for non-employee directors; cash compensation unchanged at 2023 levels.
- Anti-hedging/anti-pledging policy prohibits hedging or pledging of Company stock by directors, officers, employees.
For directors, equity awards are time-based; no director-specific performance metrics or options are disclosed. PSU and economic/EBITDA metrics apply to executives, not directors.
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Elliott Group Holdings (Ebara) | Prior external board | Industrial equipment exposure; no related-party transactions with FSTR disclosed. |
| 22NW investor representative (Alexander B. Jones) | Audit Committee colleague | Cooperation Agreement imposes standstill and pro-Board voting; not a related-party transaction; provides governance context. |
Expertise & Qualifications
- Audit and internal controls: Over 30 years in accounting/finance; audit committee financial expert; former FSTR Audit Committee Chair.
- Global business experience: Senior audit roles at a multinational; board role for Ebara subsidiary.
- Governance: Current Chair of Nomination & Governance; committee oversight and board refreshment responsibilities.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 71,376 | Sole voting/investment power; excludes deferred stock units |
| Ownership (% of outstanding) | <1% | Based on 10,698,834 shares outstanding on Mar 20, 2025 |
| Unvested restricted stock (as of 12/31/2024) | 2,842 | From 2024 director grant |
| Deferred stock units outstanding | 0 | No DSUs at record date |
| Shares pledged as collateral | Prohibited | Anti-pledging policy |
| Director ownership guideline | 4x annual cash compensation within 5 years; all directors serving in 2024 compliant | Policy and compliance status disclosed. |
Insider Trades
| Date (File) | Form | Transaction | Security | Shares | Price | Notes |
|---|---|---|---|---|---|---|
| May 24, 2024 | Form 4 | Annual director restricted stock grant (5/23/2024) | Common stock (restricted) | 2,842 | — | Filed on Company IR site |
A subsequent Form 4 was filed May 27, 2025 for director equity activity around the annual meeting; details per filing.
Governance Assessment
- Strengths and alignment signals:
- Independence and deep audit expertise (financial expert) with leadership roles on Audit and Nomination & Governance; strong attendance (100%) underscores engagement.
- Balanced director pay mix (~50/50 cash/equity in 2024) and 2025 increase in equity award value improves ownership alignment; clawback, anti-hedging/pledging, and dividend deferral on unvested equity reduce risk.
- Ownership guidelines (4x cash retainer) with disclosed compliance; no related-party transactions.
- New plan cap on director compensation ($500k) and robust committee oversight processes.
- Watch items:
- Long tenure (since 2002) can raise refreshment/independence questions; company mitigates via annual evaluations, skills/tenure reviews, and age cap of ~75 at time of election.
- Investor representative on Audit Committee (22NW) under cooperation agreement; monitored via standstill/voting covenants; not a related-party transaction.
No hedging/pledging, no related-party transactions, and full attendance indicate low governance risk and positive investor confidence signals specific to Owen’s role.