Donald Shaw
About Donald F. Shaw
Donald F. Shaw, 74, has served as an independent director of Kewaunee Scientific Corporation since June 1, 2013. He is the former President, CEO, and Chairman of ISEC, Inc., a high-end commercial interior subcontractor, roles he held from 2004 until his retirement in March 2013, after prior service as EVP (1988–2004) and sales management roles (1977–1988). The board has determined he is independent under Nasdaq rules, and he currently serves on the Audit and Compensation Committees and chairs the Financial/Planning Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ISEC, Inc. | President, CEO, Chairman | 2004–Mar 2013 | Led high-end construction subcontractor; operating and governance experience . |
| ISEC, Inc. | Executive Vice President | 1988–2004 | Senior operating leadership . |
| ISEC, Inc. | Sales management roles | 1977–1988 | Commercial leadership experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Shaw in KEQU’s proxy materials . |
Board Governance
- Committees and roles (FY2025): Audit Committee member; Compensation Committee member; Financial/Planning Committee Chair. Committee meeting counts: Audit (4), Compensation (3), Financial/Planning (4). Board met 6 times in FY2025 .
- Independence and attendance: The Board determined Mr. Shaw is independent. Each director attended all Board and committee meetings on which they served in the last fiscal year (100% attendance). All directors attended the 2024 Annual Meeting .
- Executive sessions: Independent director executive sessions held as necessary .
- Board leadership: Chair and CEO roles are separate .
- Retirement policy: Directors reaching age 75 during their term are expected to retire at the end of the term .
- Compensation Committee interlocks: None; no cross-directorship interlocks disclosed .
Fixed Compensation (Director – FY2025)
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $120,000 | Program design: 50% cash ($60,000) and 50% fully vested shares ($60,000) unless director has met ownership guidelines and elects cash . |
| Committee chair fee (Financial/Planning) | $10,000 | Chair fees: $10,000 for Nominating, Financial/Planning, Compensation; $15,000 for Audit; $35,000 for non-employee Board Chair . |
| Total fees earned or paid in cash – Shaw | $130,000 | Mr. Shaw’s FY2025 director compensation; all non-employee directors elected cash in lieu of stock for FY2025 . |
Performance Compensation (Director – FY2025)
| Instrument | Grant Value/Shares | Vesting/Performance Metrics | Notes |
|---|---|---|---|
| Fully vested common stock (annual grant) | $0 | N/A (directors elected cash) | Program provides $60,000 in fully vested shares in lieu of cash, but for FY2025 all non-employee directors who satisfied ownership guidelines elected cash instead, resulting in no equity delivered for the year . |
No performance-based director awards (e.g., PSUs with financial/TSR metrics) are disclosed for non-employee directors in FY2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Shaw . |
| Committee interlocks | No Compensation Committee interlocks or insider participation noted . |
Expertise & Qualifications
- Former CEO/Chair with extensive construction industry and operating experience; the Board cites his “wealth of knowledge in the construction industry” and senior management background as rationale for service .
- Governance experience through Audit and Compensation Committee membership and as Chair of the Financial/Planning Committee (strategic plan, budget, capex, and retirement plan asset oversight) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Donald F. Shaw | 25,000 | <1% | As of May 23, 2025; percent of class less than 1% . |
- Director ownership guidelines: Non-employee directors are expected to own stock equal to 3x the annual retainer; once met, directors may elect cash in lieu of stock grants. For FY2025, all non-employee directors elected cash, indicating guideline compliance .
- Hedging policy: The Company does not have a policy specifically prohibiting employees or directors from engaging in hedging transactions in Company securities (potential alignment risk) .
Say-on-Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Non-Votes |
|---|---|---|---|---|---|
| Aug 27, 2025 | Advisory vote on NEO compensation | 1,448,991 | 103,177 | 270,128 | 537,449 |
| Aug 28, 2024 | Advisory vote on NEO compensation | 1,440,693 | 3,005 | 234,321 | 739,723 |
Governance Assessment
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Strengths
- Independence, 100% attendance, and multi-committee engagement including Audit and Compensation; chairs Financial/Planning, signaling strategic and capital stewardship involvement .
- Clear director ownership guidelines (3x retainer), with FY2025 cash-only election implying all directors (including Shaw) met guidelines; historical equity component supports alignment over time .
- No compensation committee interlocks; Board separates Chair/CEO roles; regular independent sessions .
-
Watch items / potential red flags
- Hedging not explicitly prohibited for directors; investors often view unrestricted hedging as a misalignment risk .
- Cash-only director pay in FY2025 (after guideline attainment) removes incremental equity accrual for the year; while permissible under policy, it reduces ongoing equity mix versus the default structure .
- Mandatory retirement expectation at age 75 may drive near- to medium-term board refresh considerations for Mr. Shaw’s new term ending in 2028 .
-
Conflicts/related-party exposure
- Audit Committee is responsible for reviewing and approving all related-party transactions; no specific related-party transactions involving Mr. Shaw were identified in the cited sections reviewed .