Gary Kolstad
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
| Organization | Role | Tenure/Notes | Sources |
|---|---|---|---|
| CARBO Ceramics (NYSE: CRR) | Chairman and CEO (also previously President/CEO) | Named CEO in 2006; subsequently served as Chairman & CEO; former President/CEO | |
| Accuscribe | Chairman and CEO | Prior leadership role | |
| Schlumberger | Senior leadership (e.g., VP Global Accounts/Oilfield Services; VP Global Sales) | 1985–2006 (various roles) |
External Roles
| Organization | Role | Tenure/Notes | Sources |
|---|---|---|---|
| Various advisory boards and investor roles | Advisory Board Member / Investor | Current (as characterized by MPX at appointment) |
Board Governance
| Item | Status/Detail | Source |
|---|---|---|
| Board status | Independent Director | |
| Appointment date | July 14, 2025 | |
| Committee assignments | None at appointment | |
| Independence confirmation | No Item 404(a) related‑party transactions; no selection arrangements | |
| Attendance expectation | MPX policy expects directors to attend all Board/committee meetings; ≥75% attendance achieved by incumbents in 2024 (pre‑Kolstad) | |
| Controlled company context | MPX is a NYSE “controlled company” (Rollins family control >50% voting power); exemptions from some NYSE independence requirements | |
| 2025 governance changes | Board 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 dynamics | If 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)
| Component | Annual Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $75,000 | 2025 program unchanged from 2024 |
| Annual equity retainer | $50,000 | Granted as fully vested common shares; timing: third business day after the Annual Meeting |
| Lead Independent Director retainer | $10,000 | Incremental, if designated (not applicable to Kolstad) |
| Audit Committee – Chair | $20,000 | Committee retainer |
| Audit Committee – Member | $6,000 | Committee retainer |
| Human Capital Mgmt & Compensation – Chair | $10,000 | Committee retainer |
| Human Capital Mgmt & Compensation – Member | $3,000 | Committee retainer |
| Nominating & Corporate Governance – Chair | $6,000 | Committee retainer |
| Nominating & Corporate Governance – Member | $2,000 | Committee 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
| Item | Detail |
|---|---|
| Performance‑based director pay | None 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
| Category | Status/Detail |
|---|---|
| Beneficial ownership at 2025 record date | Not applicable; Kolstad joined after the Feb 28, 2025 record date used in MPX’s 2025 proxy ownership table . |
| Director stock ownership guidelines | Non‑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/pledging | Prohibited 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 .