F. Jack Liebau, Jr.
About F. Jack Liebau, Jr.
F. Jack Liebau, Jr. is 61, has served on the Myers Industries board since 2015, and is the independent Chairman of the Board; he sits on all three standing committees (Audit, Compensation and Management Development (CMD), and Governance) and is designated by the Board as an “audit committee financial expert.” He is a former Managing Director at Beach Investment Counsel, with prior leadership roles at Roundwood Asset Management, Liebau Asset Management Company, and portfolio management roles at Davis Funds and Primecap Management Company . The Board has determined he is independent under NYSE standards; the Company has maintained an independent Board Chair since October 2009 and Mr. Liebau has served as independent Chair since the 2016 Annual Meeting of Shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beach Investment Counsel | Former Managing Director | Not disclosed | Investment leadership; governance experience |
| Roundwood Asset Management (Alleghany subsidiary) | Former President & CEO | Not disclosed | Managed public equities for insurance companies |
| Liebau Asset Management Company | Former President & Founder | Not disclosed | Managed money for individuals, foundations, corporations |
| Davis Funds | Former Partner & Portfolio Manager | Not disclosed | Investment management |
| Primecap Management Company | Former Partner & Portfolio Manager | Not disclosed | Investment management |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Motorcar Parts of America | Director | Not disclosed | Public |
| STRATTEC Security Corporation | Director | Not disclosed | Public |
| BNY Mellon ETF Trust | Director | Not disclosed | Public (registered investment company) |
| MuxIP | Director | Since 2020 | Private |
| Edwin Gregson Foundation | Director and CFO | Not disclosed | Non-profit |
| The Pep Boys | Former Director | Not disclosed | Public (former) |
| Herley Industries, Inc. | Former Director | Not disclosed | Public (former) |
| Media General, Inc. | Former Director | Not disclosed | Public (former) |
Board Governance
- Committee memberships and expertise: Liebau is a member of Audit, CMD, and Governance; he is identified as an audit committee financial expert by the Board .
- Independence: The Board determined all non-management directors (including Liebau) are independent; all members of the Audit, CMD, and Governance Committees meet applicable NYSE independence criteria .
- Attendance and engagement: In 2024, the Board held 6 meetings and 17 committee meetings; all directors attended at least 75% of Board and committee meetings, and all directors and nominees attended the 2024 Annual Meeting .
- Independent Chair responsibilities: The independent Chair is a member of each standing committee and serves as liaison between directors and management; duties are specified in the Chairman’s Charter on the Company’s website .
- Executive sessions: The Board and each Committee met regularly in executive session at each meeting in 2024 .
- Shareholder outreach: In 2024, the Company reached out to its top 25 shareholders (representing >75% of shares) and engaged with eight, covering governance, strategy, compensation, ERM, capital allocation, and end-market trends .
Fixed Compensation
Director compensation program and Liebau’s 2024 actuals:
| Compensation Element | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 100,000 | Non-employee director retainer |
| Annual Equity-Based Award (target) | 100,000 | Under 2021 LTIP; based on average closing price |
| Supplemental – Board Chair | 90,000 | Board Chair supplemental; not eligible for committee membership fees |
| Supplemental – Audit Chair | 17,500 | Committee chair fee |
| Supplemental – CMD Chair | 12,500 | Committee chair fee |
| Supplemental – Governance Chair | 10,000 | Committee chair fee |
| Liebau – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 190,000 |
| Stock Awards (grant-date fair value) | 77,939 |
| Total | 267,939 |
Performance Compensation
Director equity awards are service-based RSUs; no performance linkage applies to director grants. Directors may elect to receive stock units rather than shares upon vesting, with settlement upon cessation of board service.
| Equity Award Detail (2024 Cycle) | Liebau |
|---|---|
| Grant date | May 9, 2024 |
| Instrument | Restricted Stock Units (RSUs) |
| Number of RSUs | 4,534 |
| Grant-date fair value | $77,939 |
| Vesting | At 2025 Annual Meeting (service-based) |
| Deferral election (stock units) | Permitted; paid in shares upon departure from the Board |
Other Directorships & Interlocks
- Current public boards: Motorcar Parts of America; STRATTEC Security Corporation; BNY Mellon ETF Trust .
- Compensation Committee interlocks: At FY2024 end, CMD members were Ronald DeFeo (Chair), Jeffrey Kramer, F. Jack Liebau, Jr., and Bruce Lisman; none have ever been officers or employees of Myers, and no NEO interlocks occurred in the past year .
Expertise & Qualifications
- Audit committee financial expert; extensive financial, strategic, executive, and investment experience across industries; experienced in corporate governance and board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As-of Date |
|---|---|---|---|
| F. Jack Liebau, Jr. | 56,993 | <1% | March 6, 2025 |
- Shares outstanding used for percentage: 37,295,964 .
- Hedging/pledging: Company policy prohibits directors, officers, and employees from hedging or pledging Company shares .
- Stock ownership guidelines: Non-Employee Directors are expected to hold shares equal to 5× annual cash Board retainer within five years; guidelines count unvested time-based RSUs and deferred stock units .
Governance Assessment
- Board leadership and independence: Liebau’s role as independent Chair, membership across all committees, and audit financial expert designation support effective oversight and robust independence standards, with all committee members meeting NYSE independence criteria .
- Engagement and attendance: Board met 6 times in 2024 with 17 committee meetings; directors met attendance thresholds and regularly held executive sessions, signaling active oversight and engagement .
- Director pay mix and alignment: Cash retainer plus service-based RSUs (with deferral option) align director incentives to long-term share ownership without performance risk-taking typical of executives; Board Chair supplemental fee reflects responsibilities and no committee membership fees for the Chair .
- Shareholder support: Say-on-Pay received 99% approval at the prior annual meeting; management disclosed ongoing outreach to top holders, indicating strong investor confidence and communication channels .
- Conflicts/related parties: Company prefers to avoid related-party transactions; none occurred in fiscal 2024, and the Governance and Audit Committees oversee conflicts per Code of Business Conduct and Ethics .
- Risk controls: Anti-hedging/pledging policy, stock ownership guidelines, independent committee structures, and clawback policy underpin alignment and risk mitigation .
RED FLAGS: None identified specific to Liebau in FY2024—no related party transactions, no hedging/pledging permitted, committee interlocks absent, and attendance thresholds met .