Margaret Pyle
About Margaret B. Pyle
Margaret B. Pyle (age 73) has served on Kewaunee Scientific’s Board since February 1995 (≈30 years), bringing deep corporate law and fiduciary experience. She is Vice Chairman and CEO of The Pyle Group (financial services and investment), and previously served as Chief Legal Counsel and Vice Chair (2007–2020); she has also served as VP/Secretary/Treasurer/Director of Uniek, Inc. (since 2020), and previously was sole Trustee/CEO of the Allis‑Chalmers and Ranger Industries product liability trusts (1996–2012; 2012–2020) . She is an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allis‑Chalmers Corporation Product Liability Trust | Sole Trustee & CEO | Jun 1996 – Mar 2012 | Oversight of legacy product liability trust |
| Ranger Industries, Inc. Product Liability Trust | Sole Trustee & CEO | Apr 2012 – Apr 2020 | Oversight of trust wind‑down |
| Private law practice (Milwaukee/Madison) | Corporate attorney | 1978 – 2023 | Corporate law, governance, transactional advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Pyle Group | Vice Chairman & CEO (formerly Chief Legal Counsel & Vice Chair) | CEO: current; CLC/Vice Chair: 2007–2020 | Financial services & investment firm |
| Uniek, Inc. | VP, Secretary, Treasurer, Director | Since 2020 | Home décor company (non‑KEQU sector) |
The proxy biography does not list any current public company directorships beyond KEQU .
Board Governance
| Area | Details |
|---|---|
| Independence | Independent director (KEQU states all directors except the CEO are independent) |
| Committees | - Nominating & Corporate Governance Committee: Chair<br>- Compensation Committee: Member<br>- Financial/Planning Committee: Member |
| Committee meeting cadence (FY2025) | Audit: 4; Compensation: 3; Financial/Planning: 4; Nominating & Corporate Governance: 2 |
| Board meetings (FY2025) | 6 meetings |
| Attendance | Each director attended all Board and applicable committee meetings in the last fiscal year |
| Executive sessions | Independent directors hold executive sessions as necessary |
| Board leadership | Chair and CEO roles separated |
| Re‑election (2025) | Pyle re‑elected as Class III director: For 1,633,067; Withheld 189,229; Non‑votes 537,449 (8‑K results) |
| Retirement policy | Directors reaching age 75 during term are expected to retire at term end |
Fixed Compensation
Director pay structure and Pyle’s cash fees (non‑employee director):
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual retainer (non‑employee directors) | $100,000 | $120,000 | Policy: 50% cash, 50% fully vested stock unless ownership guidelines met (then cash in lieu) |
| Committee chair fees (NGC/Financial/Planning/Comp) | $10,000 | $10,000 | Audit Chair: $15,000 |
| Non‑employee Board Chair fee | $20,000 | $35,000 | — |
| Pyle total fees earned (cash) | $110,000 | $130,000 | FY2025: all directors elected cash in lieu of equity under ownership guidelines |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑based pay for directors | None disclosed; director compensation consists of retainer (cash/equity) and chair fees; FY2025 equity alternative was fully vested stock (all directors elected cash in lieu) |
| Performance metrics (e.g., EBITDA/TSR) | Not applicable to director compensation; no director performance metric plan disclosed |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards (other than KEQU) | None disclosed in proxy biography |
| Compensation Committee interlocks | KEQU discloses no interlocks; no executive officer served on the Compensation Committee or as a director of another entity with reciprocal executive service on KEQU’s Comp Committee |
Expertise & Qualifications
- Legal/governance: 45+ years in corporate law; trustee/CEO roles for complex liability trusts, aligning with risk, fiduciary, and compliance oversight .
- Board leadership: Chair of Nominating & Corporate Governance; succession planning oversight for CEO and executives falls within this committee’s remit .
- Industry adjacency: Executive roles at investment firm and a consumer products company (non‑overlapping with KEQU’s lab furniture markets) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes/Breakdown |
|---|---|---|---|
| Margaret B. Pyle (as of May 23, 2025) | 44,966 | 1.6% | Includes 38,070 shares held as trustee; 5,000 shares held by spouse (disclaimed) |
| Shares outstanding reference (record date) | 2,947,024 (Jun 30, 2025) | — | For context on % ownership |
| Prior year reference (as of Jun 14, 2024) | 45,605 (1.6%) | 1.6% | Includes 37,605 trust shares and 8,000 spouse shares (disclaimed) |
| Shares outstanding reference (record date) | 2,840,143 (Jul 1, 2024) | — | — |
Director ownership guidelines: Non‑employee directors are expected to hold KEQU stock equal to 3× annual retainer; once met, directors may elect cash in lieu of equity. In FY2025 all non‑employee directors elected cash under this policy .
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal (Aug 27, 2025) | For | Against | Abstain | Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (advisory) | 1,448,991 | 103,177 | 270,128 | 537,449 |
| Say‑on‑Pay frequency | 1 Year: 1,512,884 | 2 Years: 1,194 | 3 Years: 306,985 | 1,233 |
Related‑Party Exposure and Policies
- Audit Committee is responsible for reviewing and approving all related‑party transactions; no such transactions involving directors are described in the governance and committee sections reviewed in the 2025 proxy .
- Insider trading/hedging: KEQU discloses it does not have a policy specifically prohibiting employees or directors from engaging in hedging transactions in the company’s securities (governance risk flag) .
Governance Assessment
-
Strengths
- Long‑tenured independent director with deep legal/fiduciary expertise; chairs Nominating & Corporate Governance and serves on Compensation and Financial/Planning committees, signaling high engagement and influence on board composition and succession .
- 100% attendance disclosure for all directors and full committee participation; six board meetings in FY2025 show an active cadence .
- Strong re‑election support (Pyle: 1.63M For vs. 189k Withheld), indicating investor confidence .
- Director stock ownership guideline in place (3× retainer) with all non‑employee directors electing cash in lieu of equity in FY2025, implying guideline attainment and meaningful alignment; Pyle’s beneficial ownership is 1.6% .
-
Pay structure observations
- Director retainer increased from $100,000 (FY2024) to $120,000 (FY2025); non‑employee Chair fee also increased ($20,000 → $35,000), while committee chair fees remained unchanged; Pyle’s total cash fees rose accordingly ($110,000 → $130,000) due to retainer uplift and her NGC Chair role .
- No performance‑based pay for directors; equity alternative is fully vested shares (less performance alignment than RSUs with vesting conditions), though ownership guideline design partially addresses alignment .
-
RED FLAGS / Watch‑outs
- Hedging not expressly prohibited for directors or employees, which is a governance risk and misaligned with many institutional voting policies .
- Age‑based retirement policy (expected retirement at 75 at term end) could prompt near‑term board turnover planning given Pyle’s age (73); continuity and succession planning remain important to mitigate key director transition risk .
- No explicit “related‑party transactions” section mentioning directors was found in the reviewed proxy content; continued monitoring warranted, though Audit Committee retains review authority .
-
Overall
- Pyle’s long tenure, legal background, committee chairmanship, and disclosed attendance support board effectiveness and governance continuity. The absence of a hedging prohibition is a notable governance gap. Shareholder voting outcomes and ownership levels suggest stable investor confidence in current board composition and compensation oversight .