Lori Lutey
About Lori Lutey
Lori Lutey (age 60) is an independent director of Myers Industries (MYE) since 2018 and serves as Chair of the Audit Committee; she is designated an “audit committee financial expert.” She was formerly EVP & CFO of Schneider National (NYSE: SNDR) and held multiple senior finance roles at FedEx (Services, Trade Networks, Supply Chain Services), bringing deep financial, accounting, and operational oversight to MYE’s board. She is independent under NYSE standards and committee independence rules.
Past Roles
| Organization | Role | Notes |
|---|---|---|
| Schneider National (NYSE: SNDR) | Executive Vice President & Chief Financial Officer | Former role; public company CFO experience |
| FedEx Services | Vice President of Finance | Former role |
| FedEx Trade Networks | Vice President & Chief Financial Officer | Former role |
| FedEx Supply Chain Services | Vice President of Finance & Administration | Former role |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Kenan Advantage Group (private) | Director | Current | Specialized transportation/logistics provider |
| Tailwind Smith Cooper Holdings (private) | Director | Current | Manufacturer/distributor |
| Tailwind National Trench Safety (private) | Director | Current | Trench shoring & safety solutions |
| PS Logistics (private) | Director | Former | Flatbed transportation |
| One Equity Partners Open Water I Corp. (NASDAQ: OEPWU) | Director | Former | SPAC; public company experience |
| Inner Explorer (non-profit) | Director | Former | Education non-profit |
Board Governance
- Committees: Audit (Chair); not listed on Compensation & Management Development (CMD) or Governance committees. Audit met 5x in 2024; CMD 8x; Governance 4x.
- Independence: All non-employee directors (including Lutey) are independent; all committees are fully independent under NYSE rules.
- Financial expertise: Lutey is identified by the board as an “audit committee financial expert.”
- Attendance and engagement: In 2024, the board held 6 meetings and committees held 17; all directors attended at least 75% of aggregate board/committee meetings and all attended the 2024 Annual Meeting. The board and committees met regularly in executive session without management.
- Governance practices: Independent Board Chair; anti-hedging/anti-pledging policy; stock ownership guidelines; routine executive sessions; proxy access. ISS gave MYE its top governance grade in 2024.
- Shareholder alignment signals: 99% “Say-on-Pay” support in 2024.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Audit Committee Chair fee | $17,500 | Chair stipend |
| Total cash (2024 reported) | $117,500 | Reflects retainer + chair fee |
Compensation framework: Non-employee directors receive an annual cash retainer and an equity-based award; amounts are set with reference to independent consultant benchmarking.
Performance Compensation (Director)
| Equity Award | Grant Date | Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 9, 2024 | 4,534 | $77,939 | Vests at 2025 Annual Meeting; directors may elect to defer into stock units until board service ends | Target annual equity value set at $100,000; value determined by a 20-trading-day average price; no options granted |
- Structure and metrics: Director equity is service-based (RSUs) with time-based vesting; no performance metrics apply to director awards.
Other Directorships & Interlocks
- Current public company boards beyond MYE: none disclosed. Former public company directorship at OEP Open Water I Corp. (NASDAQ: OEPWU).
- Compensation committee interlocks: Company disclosed no compensation committee interlocks in 2024.
Expertise & Qualifications
- Qualifications cited: Extensive strategic, financial and accounting experience; qualified “audit committee financial expert.”
- Board education: Board held formal education sessions on cybersecurity and corporate governance led by outside advisors in 2024.
Equity Ownership
| Holder | Beneficially Owned Shares | Notes |
|---|---|---|
| Lori Lutey | 42,578 | Includes 4,534 RSUs granted 5/9/24 that vest at 2025 AGM, and 12,500 shares held by a trust where she is co-trustee (shared voting/dispositive power) |
| Ownership as % of outstanding | ~0.11% | 42,578 / 37,295,964 shares outstanding as of Mar 6, 2025 ≈ 0.11% |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors expected to hold 5x annual cash board retainer, with 5 years to achieve.
- Hedging/pledging: Company prohibits hedging and pledging by directors.
- Pledging/hedging activity: No pledging/hedging disclosed for directors; policy prohibits it.
- Related-party transactions: None occurred in 2024; Governance Committee oversees conflicts review.
Governance Assessment
-
Strengths
- Independent director with deep CFO/audit pedigree; Audit Chair and designated “financial expert,” enhancing financial reporting oversight and ERM coverage.
- Solid engagement/attendance context: all directors ≥75% attendance; routine executive sessions; robust governance infrastructure (independent chair, proxy access, clawback policy, anti-hedge/pledge).
- Director pay design aligns interests (cash + equity; annual RSUs) and is market-benchmarked; presence of stock ownership guidelines increases alignment.
- Shareholder support: 99% Say-on-Pay in 2024 signals broad investor alignment with compensation governance.
- No related-party transactions disclosed; strong conflicts oversight process.
-
Watch items / potential risks
- Multiple private board roles (Kenan Advantage Group; Tailwind entities) warrant ongoing monitoring for any supplier/customer overlaps, though none are disclosed as related-party transactions.
- Director-level ownership guideline compliance status is not disclosed at the individual director level; continue to monitor alignment via future proxies.
- Broader board performance signals (e.g., six directors purchased shares after CEO appointment) are positive at the board level but not attributed to specific directors in the filing; avoid inferring individual participation.
Overall: Lutey’s finance and audit credentials, independence, and leadership of MYE’s Audit Committee are positives for investor confidence. With no RPTs, anti-hedging/pledging policies, and ownership guidelines in place, governance alignment appears strong; continued vigilance on potential external-role overlaps is prudent.