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Gary Kolstad

Director at MARINE PRODUCTS
Board

About Gary Kolstad

Gary Kolstad was appointed as an Independent Director of Marine Products Corporation (MPX) effective July 14, 2025; at appointment, he was not assigned to any board committees and will be compensated on the same basis as other non‑employee directors . He holds a B.S. in Petroleum Engineering from Montana Technological University and studied Psychology and Engineering at Montana State University–Bozeman . The company disclosed no related‑party transactions involving Mr. Kolstad under Item 404(a) and no arrangements or understandings pursuant to which he was selected as a director .

Past Roles

OrganizationRoleTenure/NotesSources
CARBO Ceramics (NYSE: CRR)Chairman and CEO (also previously President/CEO)Named CEO in 2006; subsequently served as Chairman & CEO; former President/CEO
AccuscribeChairman and CEOPrior leadership role
SchlumbergerSenior leadership (e.g., VP Global Accounts/Oilfield Services; VP Global Sales)1985–2006 (various roles)

External Roles

OrganizationRoleTenure/NotesSources
Various advisory boards and investor rolesAdvisory Board Member / InvestorCurrent (as characterized by MPX at appointment)

Board Governance

ItemStatus/DetailSource
Board statusIndependent Director
Appointment dateJuly 14, 2025
Committee assignmentsNone at appointment
Independence confirmationNo Item 404(a) related‑party transactions; no selection arrangements
Attendance expectationMPX policy expects directors to attend all Board/committee meetings; ≥75% attendance achieved by incumbents in 2024 (pre‑Kolstad)
Controlled company contextMPX is a NYSE “controlled company” (Rollins family control >50% voting power); exemptions from some NYSE independence requirements
2025 governance changesBoard declassified effective April 22, 2025; directors thereafter serve one‑year terms and may be removed with/without cause under bylaws (subject to charter votes)
Special meetings and removal dynamicsIf charter amendments approved, controlling group can call special meetings and remove directors with/without cause (post‑declassification)

RED FLAGS

  • Concentrated control: A controlling stockholder group (Rollins family and affiliates) holds a majority of voting power, which can determine director elections and significant transactions; post‑declassification changes increase the controlling group’s ability to remove directors and call special meetings if charter/bylaw amendments are in effect .

Fixed Compensation (Non‑Employee Directors – Structure applicable to Kolstad)

ComponentAnnual Amount (USD)Notes
Board cash retainer$75,0002025 program unchanged from 2024
Annual equity retainer$50,000Granted as fully vested common shares; timing: third business day after the Annual Meeting
Lead Independent Director retainer$10,000Incremental, if designated (not applicable to Kolstad)
Audit Committee – Chair$20,000Committee retainer
Audit Committee – Member$6,000Committee retainer
Human Capital Mgmt & Compensation – Chair$10,000Committee retainer
Human Capital Mgmt & Compensation – Member$3,000Committee retainer
Nominating & Corporate Governance – Chair$6,000Committee retainer
Nominating & Corporate Governance – Member$2,000Committee retainer
  • Equity grant cadence and proration: Equity retainers are granted on the third business day following the Annual Meeting and vest immediately; directors elected in the latter half of a year do not receive an equity retainer for that year (Kolstad was appointed July 14, 2025) .

Performance Compensation

ItemDetail
Performance‑based director payNone disclosed; director equity grants are fully vested common shares (no performance conditions)

Other Directorships & Interlocks

  • MPX disclosures at appointment did not identify any other current public company directorships for Kolstad; prior roles include CARBO Ceramics and Accuscribe leadership, and senior roles at Schlumberger .
  • MPX reported no related‑party transactions involving Kolstad under Item 404(a) as of his appointment, reducing conflict‑of‑interest concerns .

Expertise & Qualifications

  • Petroleum engineering background (B.S., Montana Technological University) with additional studies in Psychology and Engineering (Montana State University–Bozeman) .
  • Extensive CEO/Chairman experience in capital‑intensive industries (energy, advanced materials) and senior operating/commercial roles at Schlumberger; expected to contribute to operational rigor, risk oversight, and capital allocation discipline on MPX’s board .

Equity Ownership

CategoryStatus/Detail
Beneficial ownership at 2025 record dateNot applicable; Kolstad joined after the Feb 28, 2025 record date used in MPX’s 2025 proxy ownership table .
Director stock ownership guidelinesNon‑employee directors must reach ≥3x annual equity retainer within five years; prohibition on selling Company‑granted stock for one year post‑grant and until in compliance .
Hedging/pledgingProhibited for directors under MPX Insider Trading Policy .

Governance Assessment

  • Positive signals

    • Independent appointment with explicit confirmation of no Item 404(a) related‑party transactions or selection arrangements—supportive of board independence in a controlled company context .
    • Relevant operating and CEO experience likely additive to Audit and strategy oversight once committee assignments are made .
    • Clear director compensation framework and stock ownership guidelines align director interests with shareholders over time .
  • Watch items for investors

    • Committee placement and engagement: At appointment, no committee assignments; monitor subsequent 8‑Ks or the 2026 proxy for committee roles (Audit, HCM & Compensation, Nominating) and meeting attendance .
    • Controlled company dynamics: Following declassification, the controlling group’s ability to remove directors and call special meetings (subject to charter/bylaw changes approved in 2025) increases governance concentration risk; monitor shareholder rights and any changes to bylaws/charter that affect minority investor protections .
    • Equity alignment timing: Directors elected in the latter half of a year do not receive the annual equity retainer that year; Kolstad’s first equity grant under the annual program may therefore occur after the next Annual Meeting, impacting near‑term ownership alignment pace .

Sources:

  • MPX 8‑K (July 14, 2025) announcing Gary Kolstad appointment and independence/compensation/committees ; press release .
  • MPX 8‑K (Apr 24, 2025) declassification implementation ; MPX 2025 Proxy on controlled company status and governance proposals .
  • Director compensation program and stock ownership/insider trading policies (MPX 2025 Proxy) .
  • Background references: CARBO Ceramics and prior roles .