Amy R. Kreisler
About Amy R. Kreisler
Amy R. Kreisler, age 55, is a non-independent director of Marine Products Corporation (MPX). She is Executive Director of The O. Wayne Rollins Foundation, Vice President at LOR, Inc., and a trustee of The Ma-Ran Foundation, bringing legal and business experience to the board; she is a former attorney at Arnall Golden Gregory LLP and holds an English degree from Hollins University and a J.D. from William & Mary Law School . Tenure disclosure is inconsistent: the director bio states service since 2016, while the nominees table lists “Director Since 2022” for Ms. Kreisler .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arnall Golden Gregory LLP | Attorney | Not disclosed | Legal experience cited for board service |
| Emory University Board of Visitors | Former Board Member | Not disclosed | University engagement (former) |
| Emory University Rollins School of Public Health Dean’s Council | Long-standing member | Not disclosed | Stakeholder advisory role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The O. Wayne Rollins Foundation | Executive Director | Current | Oversees grantmaking and foundation administration |
| LOR, Inc. | Vice President | Current | Manages private family investment interests |
| The Ma-Ran Foundation | Trustee | Current | Foundation governance |
| The Lovett School | Trustee | Current | Executive Committee and Endowment Committee |
| Shepherd Center Foundation | Board Member | Current | Non-profit board service |
| RPC, Inc. (public company) | Director | Current | Public company board; cross-board interlock with MPX |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not on Audit, Executive, or Human Capital Management and Compensation (HCMC) Committees .
- Independence: Non-independent; MPX is a “controlled company” under NYSE rules, and the independent directors are Nix, Bell, Gunning, and Wilson (Ms. Kreisler is not listed among them) .
- Attendance: Each incumbent director attended at least 75% of aggregate board and committee meetings in 2024; all directors at that time attended the 2024 annual meeting .
- Meetings held 2024: Board (5), Audit (6), HCMC (6), Nominating & Corporate Governance (4); Executive Committee had 1 written consent action .
- Lead Independent Director and executive sessions: Jerry W. Nix is Lead Independent Director; non-management directors meet in executive session at least twice annually .
Fixed Compensation
| Component | 2024 Program (Cash $) | 2024 Program (Equity $) | 2024 Actual Amy R. Kreisler ($) |
|---|---|---|---|
| Board Member Cash Retainer | 50,000 | — | Fees earned in cash: 77,000 |
| Committee Chair Retainers | Audit 20,000; HCMC 10,000; Nominating 6,000 | — | — (not a chair) |
| Committee Member Retainers | Audit 6,000; HCMC 3,000; Nominating 2,000 | — | Included within cash fees |
| Equity Retainer | — | 50,000 (fully vested common shares) | Stock awards: 50,000 |
| Meeting Fees | Not disclosed | — | Not disclosed |
| Options | — | — | None |
Notes:
- Non-Employee Director equity grants vest immediately at grant; option awards were not used in 2024 .
- No changes were made to the Non-Employee Director Compensation Program for 2025 .
Performance Compensation
- No director-specific performance-based elements disclosed (no director PSUs, option awards, or cash performance bonuses; equity for directors is fully vested at grant) .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| RPC, Inc. | Public | Director | RPC provides administrative services to MPX ($1.1M in 2024) and joint aircraft arrangements via 255 RC, LLC (MPX recorded ~$190k in net operating costs in 2024), creating related-party exposure while Ms. Kreisler serves on RPC’s board . |
| Control Group (Rollins family) | Shareholder group | Member | Control group (including Amy R. Kreisler) holds ~69.6% of MPX voting power; concentration enables influence over director elections and corporate actions . |
Expertise & Qualifications
- Executive leadership in philanthropy and private investment (Executive Director, The O. Wayne Rollins Foundation; VP at LOR, Inc.) .
- Legal background (former attorney at Arnall Golden Gregory LLP) .
- Education: English degree (Hollins University); J.D. (William & Mary Law School) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares outstanding (record date Feb 28, 2025) | 34,961,460 |
| Amy R. Kreisler beneficial ownership | 97,323 shares (includes 13,066 shares held in multiple trusts) |
| Ownership % of outstanding | ~0.28% (computed from 97,323 / 34,961,460 using values above) |
| Control group stake (Rollins family group including Amy R. Kreisler) | 24,342,940 shares; 69.6% |
| Director equity award vesting | Non-Employee Director stock awards are fully vested at grant |
| Hedging/Pledging | Prohibited under Insider Trading Policy |
| Director stock ownership guideline | ≥3× annual equity retainer within 5 years; sale restrictions until compliance and for 1 year post-grant |
Governance Assessment
- Independence and control risk: Ms. Kreisler is non-independent and part of the controlling stockholder group (69.6% voting power), which concentrates influence over elections and significant corporate actions; MPX relies on “controlled company” exemptions from certain NYSE governance requirements, including independence standards for the nominating and compensation committees .
- Committee role in conflicts: Ms. Kreisler serves on Nominating & Corporate Governance, which reviews related-party transactions; MPX disclosed related-party arrangements with RPC (services and aircraft) while Ms. Kreisler is on RPC’s board—this structure warrants scrutiny for potential conflicts and process rigor in approvals .
- Attendance and engagement: All directors met at least the 75% attendance threshold in 2024 and attended the annual meeting, indicating baseline engagement; the board held 5 meetings and the Nominating & Corporate Governance Committee met 4 times in 2024 .
- Compensation alignment: 2024 director pay for Ms. Kreisler comprised $77,000 cash and $50,000 equity (fully vested), which emphasizes fixed pay and immediate equity vesting rather than performance-linked incentives—appropriate for directors but reduces “at-risk” constructs; no meeting fees disclosed .
- Charter change implications (signal): Proposed declassification and removal of supermajority provisions would allow the controlling group to call special meetings and remove directors without cause, increasing control flexibility and potentially diminishing minority shareholder protections if passed .
- Shareholder feedback: The most recent Say-on-Pay (2023) received a substantial majority of votes in favor; next Say-on-Pay is scheduled for 2026 (triennial cadence), suggesting investor acceptance of executive pay frameworks at MPX to date .
RED FLAGS
- Non-independence and control group membership, combined with committee service overseeing related-party transactions .
- Related-party exposure via RPC services and aircraft while serving on RPC’s board .
- Governance proposals that could amplify controlling stockholder discretion over board composition and bylaws (if approved) .
Notes on tenure discrepancy
- The bio states director service since 2016; the nominees table shows “Director Since 2022” for Ms. Kreisler; this inconsistency should be reconciled with the company for precise tenure reporting .