Scott J. Goldman
MUELLER INDUSTRIESAbout Scott J. Goldman
Independent director of Mueller Industries, Inc. since 2008, age 72. He is CEO of TextPower, Inc. and holds multiple patents in cybersecurity authentication; he speaks, writes, and educates executives on cybersecurity, advanced technologies, and global market strategies. He currently serves as Chairman of Mueller’s Compensation and Personnel Development Committee and is deemed independent by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TextPower, Inc. | Chief Executive Officer | 12 years | Provides software-integrated text messaging alerts to utilities, municipalities, and courts; patents in cybersecurity authentication; advisory to Fortune 1000 on wireless technologies and systems. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various (Fortune 1000 companies) | Advisor on licensing, developing, building, and operating wireless technologies | Not disclosed | Cybersecurity and technology strategy experience; publications and speaking engagements. |
Board Governance
- Committee assignments: Chairman, Compensation and Personnel Development Committee; member roster includes Goldman (Chair), Elizabeth Donovan, and Gary S. Gladstein; 2024 meetings held: 3.
- Independence: The Board determined in February 2025 that all directors except the CEO are independent; Goldman is independent.
- Attendance: Directors attended 100% of Board and committee meetings in 2024; Board held four regular and one special meeting.
- Lead Independent Director: Terry Hermanson; leads executive sessions of independent directors.
- Anti-pledging and anti-hedging policies: Future pledging by directors/officers is prohibited; hedging and derivative transactions are banned. Recovery policy (clawback) was enhanced in November 2023 for erroneously awarded incentive compensation.
- Related-party oversight: Audit Committee reviews proposed related-party transactions; involved party recused from discussion/vote.
Fixed Compensation
Director pay structure (2024):
- Annual cash fee for non-employee directors: $80,000.
- Meeting fees: $3,000 per Audit Committee meeting; $1,500 per Compensation or Nominating & Governance meeting.
- Committee chair annual fees: $25,000 (Audit Chair); $10,000 (Compensation Chair; Nominating & Governance Chair).
2024 actuals for Scott J. Goldman:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $84,500 |
| Stock Awards (Grant-date fair value) | $160,031 |
| Total | $244,531 |
Performance Compensation
Annual director equity grant:
| Grant | Date | Shares | Grant-date Value (USD) |
|---|---|---|---|
| Annual equity award | May 9, 2024 | 2,733 | ~$160,000 (aggregate value) |
- No performance metrics were disclosed for non-employee director equity grants; awards are presented as stock grants with grant-date fair value determined under ASC 718.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current other public company boards | None (for all eight nominees including Goldman). |
| Committee interlocks | None; no executive officer of Mueller served on boards/comp committees of other companies where Mueller directors were executive officers in 2024. |
| Related-party transactions | None requiring disclosure for Compensation Committee members in 2024. |
Expertise & Qualifications
- Cybersecurity and advanced technology expertise; multiple patents in authentication; extensive global market strategy experience.
- Oversight experience leading Compensation and Personnel Development Committee on executive compensation, succession planning, and human capital topics.
Equity Ownership
| Item | Value |
|---|---|
| Common stock beneficially owned | 105,876 shares (<1% of class) |
| Options exercisable | 49,778 shares |
| Shares pledged as collateral | None disclosed; future pledging is prohibited by Corporate Governance Guidelines. |
| Director ownership guideline | 3× annual cash director fee; compliance monitored by General Counsel (individual compliance not disclosed). |
Governance Assessment
- Committee leadership and independence: Goldman is independent and chairs the Compensation and Personnel Development Committee, which is fully independent; strong governance posture with 100% meeting attendance in 2024.
- Pay and alignment: Mix of cash and equity; 2024 total director compensation of $244,531 with equity grants supporting long-term alignment; director ownership guidelines at 3× cash fee reinforce alignment.
- Policies mitigating conflicts and risk: Anti-pledging/anti-hedging, enhanced clawback/recovery policy, and structured related-party review reduce governance risk.
- Shareholder signals: Say-on-pay support of ~94% at 2024 Annual Meeting indicates investor confidence in compensation oversight; Goldman’s role as Compensation Chair is central to maintaining this alignment.
- RED FLAGS: None disclosed for Goldman—no related-party transactions, no other public board interlocks, no pledging; attendance and independence are strong.