Jeffry Frisby
QUAKER CHEMICALAbout Jeffry D. Frisby
Independent director of Quaker Houghton (KWR) since 2006; age 69. Lead Independent Director since May 10, 2023. Committees: Compensation & Human Resources (member) and Sustainability (Chair). Former CEO of Triumph Group and current Executive Chairman of PCX Aerostructures; sector expertise in aerospace/manufacturing and board governance. The Board has determined he is independent. He is recognized by the Board as meeting SEC “audit committee financial expert” criteria (though not serving on Audit). Attendance in 2024 met the Company’s ≥75% expectation (only one director—Mr. Seshasayee—fell short due to temporary illness).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PCX Aerostructures, LLC | Executive Chairman | Sep 2021–present | Flight-critical aero components provider; board director as well |
| PCX Aerostructures, LLC | President & CEO | Apr 2017–Sep 2021 | Led operations across rotorcraft and fixed-wing platforms |
| Triumph Group, Inc. | Chief Executive Officer | Jul 2012–Apr 2015 | Public aerospace manufacturer; prior President 2009–2015 |
| Triumph Group, Inc. | President | Jul 2009–Apr 2015 | Oversaw group operations and growth |
| Triumph Group, Inc. | Chief Operating Officer | Jul 2009–Jul 2012 | Enterprise operating leadership |
| Triumph Aerospace Systems Group | Group President | Apr 2003–Jul 2009 | Led design/engineering/build-to-print businesses |
| Triumph Group / Frisby Aerospace | Various positions | Prior to 2003 | Progression through predecessor and Triumph entities |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Astronics Corporation (NASDAQ: ATRO) | Independent Director | Current | Public company directorship |
| PCX Aerostructures, LLC | Director | Current | Private company board |
| Other public boards (past 5 years) | — | — | None disclosed |
Board Governance
- Independence: Board affirmatively determined Mr. Frisby is independent under NYSE standards and Company guidelines.
- Role: Lead Independent Director (two-year term beginning May 10, 2023). Lead Director responsibilities include agenda-setting with Chair/CEO, presiding over independent sessions, and facilitating information flow.
- Committees: Compensation & Human Resources (member) and Sustainability (Chair). Sustainability Committee oversees safety, environmental, climate-related risk, and broader sustainability integration into strategy and risk management.
- Financial expertise: Although not on the Audit Committee, the Board determined he meets the SEC “audit committee financial expert” criteria.
- Attendance: The Board held 5 regular and 2 special meetings in 2024; all directors except one (due to a temporary illness) met the 75% attendance threshold; no exception noted for Mr. Frisby.
- Overboarding policy: Directors generally capped at four other public boards (three for public-company CEOs). Audit members capped at three other audit committees without Board approval.
- Compensation committee interlocks: None in 2024; all CHR members were independent.
Fixed Compensation (Director)
| Component | Amount | Period/Terms | Source |
|---|---|---|---|
| Annual cash retainer | $80,000 | 2024–2025 Board year | |
| Committee membership fee – Compensation & HR (member) | $5,000 | Annual | |
| Committee membership fee – Sustainability (member) | $5,000 | Annual | |
| Committee Chair retainer – Sustainability (Chair) | $12,500 | Annual | |
| Lead Independent Director retainer | $20,000 | Annual | |
| Fees earned or paid in cash (reported) | $122,500 | Fiscal 2024 director compensation table | |
| All other comp (dividends on unvested awards) | $612 | Fiscal 2024 |
Notes: The reported cash total ($122,500) aligns with retainer plus relevant committee membership, chair, and Lead Director fees for the 2024–2025 Board year.
Performance Compensation (Director Equity)
| Equity Type | Grant Date | Grant-date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Time-based RSUs (annual director grant) | Jun 2024 | $129,847 | Single installment one year from grant, contingent on continued Board service | None (time-based only) |
| Program design (directors) | Jun 2024 issuance cycle | $130,000 (target annual RSU value) | As above | None (time-based only) |
Citations: grant value (per-person) and total are reported in the Director Compensation table and program narrative.
Director Stock Ownership Plan: Independent directors must beneficially own, each May 1, shares equal to 500% of the annual retainer divided by the prior-year average share price. If below threshold, 75% of the annual cash retainer is paid in shares (up to 100% at director election).
Hedging/pledging: The Company prohibits hedging and pledging transactions by directors or executive officers.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company board | Astronics Corporation (NASDAQ: ATRO) |
| Compensation committee interlocks (2024) | None; all CHR members independent; no cross-directorship interlocks disclosed. |
| Related-party transactions | None disclosed relating to Mr. Frisby; related-party monitoring governed by a written policy. |
Expertise & Qualifications
- Key skills/attributes: Senior leadership, organizational development/global operations, governance, aerospace, manufacturing.
- Audit/financial: Board recognizes Mr. Frisby meets “audit committee financial expert” criteria under SEC rules.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jeffry D. Frisby | 5,357 | <1% | As of Mar 4, 2025; sole voting/dispositive power for listed shares. No options footnote for Mr. Frisby. |
| Director ownership policy | 500% of annual retainer ÷ prior-year average price | — | If below threshold, 75% of cash retainer paid in shares; up to 100% at election. |
| Hedging/pledging | Prohibited for directors | — | Policy bars hedging and pledging transactions. |
Governance Assessment
- Strengths: Independent Lead Director with formal responsibilities; Sustainability Committee Chair overseeing safety/climate risks; recognized financial expertise; robust director ownership policy; prohibition on hedging/pledging; no related-party transactions or CHR interlocks; attendance expectations met.
- Compensation alignment: Director pay mix balanced between cash retainers/committee fees and time-based RSUs; annual RSUs vest after one year, aligning with ongoing service; reported 2024 director pay totaled $252,959 (cash $122,500; equity $129,847; dividends $612).
- Investor confidence signal: 2024 Say-on-Pay support ~97% (advisory), reflecting broad shareholder backing of KWR’s compensation governance; Mr. Frisby serves on the CHR committee that oversees program design.
- Potential watch items: External commitments include Executive Chair role at PCX Aerostructures and Astronics board; the Company’s overboarding policy and Governance Committee monitoring mitigate risk; no policy breaches disclosed.
No RED FLAGS identified for conflicts, related-party exposure, hedging/pledging, interlocks, or attendance based on the latest proxy.