Patrick J. Gunning
About Patrick J. Gunning
Independent director of Marine Products Corporation (MPX); age 65; director since 2021; currently Class I with term expiring 2026 . Former CFO of The Woodruff Arts Center and retired EY partner; designated Audit Committee Financial Expert; CPA (Georgia) . Serves as Audit Committee Chair and member of the Human Capital Management & Compensation Committee and Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Woodruff Arts Center | Chief Financial Officer | Nov 2020–Jun 2022 | Led finance for major nonprofit; risk oversight credentials |
| Ernst & Young LLP | Partner; Southeast leader roles | 2002–2020; 39-year career | Led FAAS practice; retail/consumer industry leadership; audit partner for public companies |
| Arthur Andersen LLP | Partner; Assurance Division Leader | 1981–2002 | Lead audit partner and division leader |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RPC, Inc. | Director | Since 2021 | Interlock with MPX board; part of controlled-group ecosystem |
| Rollins, Inc. | Director | Since 2021 | Interlock; Rollins family exercises significant influence |
Board Governance
- Committee assignments: Audit Committee Chair; member of Human Capital Management & Compensation and Nominating & Corporate Governance .
- Independence: Board determined Gunning is independent under NYSE, SEC, and MPX guidelines; Audit Committee comprised entirely of independent directors and most are audit financial experts (including Chair) .
- Attendance and engagement: Each incumbent director attended ≥75% of aggregate Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting . 2024 meetings held: Board (5), Audit (6), HCMC (6), Nominating (4); Executive Committee took 1 action by written consent .
- ESG/cyber oversight: Audit Committee oversees cybersecurity and ESG disclosure/internal controls; Nominating monitors overall ESG; HCMC oversees human capital strategy .
- Controlled company context: MPX relies on NYSE controlled company exemptions; Nominating and Compensation committees need not be fully independent; the Rollins control group holds >50% voting power and can influence director elections and governance changes .
Fixed Compensation
| Component (2024 Program) | Amount | Notes |
|---|---|---|
| Board member annual cash retainer | $75,000 | Paid quarterly |
| Audit Committee Chair fee | $20,000 | Paid quarterly |
| HCMC Committee member fee | $3,000 | Paid quarterly |
| Nominating Committee member fee | $2,000 | Paid quarterly |
| Total cash earned (2024 actual) | $100,000 | Matches program (75k + 20k + 3k + 2k) |
| Equity retainer (fully vested shares) | $50,000 | Granted on third business day after Annual Meeting; immediate vest |
2024 Director Compensation (actual): Fees earned $100,000; stock awards $50,000; total $150,000 . Program unchanged for 2025 .
Performance Compensation
- Directors do not receive performance-based cash bonuses, PSUs, or options under MPX’s director program; equity grants are fully vested common shares upon grant .
- Non-Employee Director Stock Ownership Guidelines: 3x annual equity retainer required within five years; sale of granted shares prohibited for one year and until guideline compliance achieved .
- Insider Trading Policy prohibits hedging/pledging of MPX stock .
Other Directorships & Interlocks
| Company | Relationship | Governance Note |
|---|---|---|
| Rollins, Inc. | Director | Rollins family/control group owns >40% at Rollins; MPX notes interlocks among directors across Rollins/RPC; Board concluded these relationships do not impair independence of independent directors . |
| RPC, Inc. | Director | RPC/MPX shared services and aircraft LLC; related party transactions are pre-approved by independent subcommittee; oversight via Nominating & Corporate Governance . |
Expertise & Qualifications
- Audit Committee Financial Expert; extensive public company audit/advisory experience; CPA (GA) .
- Risk, accounting policy, internal control, and disclosure oversight skills aligned with Audit Committee chair responsibilities .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 12,108 | Feb 28, 2025 | Reported in proxy ownership table; <1% of shares outstanding |
| Post-2025 annual grant holdings | 17,909 | Apr 29, 2025 filing | After 5,801-share grant on Apr 25, 2025 (Form 4) |
| 2024 annual grant | 4,348 shares | Apr 30, 2024 filing | Award on Apr 26, 2024 (Form 4) |
| Ownership guidelines | 3x equity retainer; 5-year compliance window | Policy | Directors must retain 20% of future equity awards once compliant; no hedging/pledging |
Insider trades summary (Form 4):
- Apr 25, 2025: Award of 5,801 fully vested common shares; post-transaction ownership 17,909 .
- Apr 26, 2024: Award of 4,348 fully vested common shares; post-transaction ownership 12,108 .
Governance Assessment
-
Strengths:
- Independent director serving as Audit Committee Chair with audit financial expert designation; strong risk and control background improves board effectiveness .
- Clear committee charters and regular meeting cadence; audit oversight includes cybersecurity and ESG disclosures/internal controls .
- Director compensation mix favors equity alignment via annual fully vested share grants; ownership guidelines drive “skin-in-the-game” over time .
-
Potential risks and red flags:
- Controlled company structure: Rollins family control group (>50%) can significantly influence governance outcomes; exemptions from NYSE requirements for fully independent nominating/compensation committees are utilized .
- Interlocks: Multiple independent directors, including Gunning, also serve on boards of Rollins and RPC; while the board concluded independence is intact, interlocks warrant monitoring for information flow and related-party sensitivity .
- Related-party exposure: Shared services with RPC and joint aircraft LLC; Nominating Committee (or independent subcommittee) pre-approves related-party transactions—oversight effectiveness depends on independent members’ rigor (Gunning is on Nominating) .
-
Engagement:
- Board/committee activity levels are consistent; proxy confirms minimum attendance thresholds and Annual Meeting participation, indicating baseline engagement .
Overall, Gunning’s audit leadership and financial expertise are positives for investor confidence, but the controlled company context and interlocks require ongoing scrutiny of independence, related-party oversight, and board responsiveness to minority shareholders .