William Foley
About William A. Foley
Independent director at Myers Industries since 2011; age 77. Former Executive Chairman and CEO of Libbey Inc.; prior leadership roles include CEO/Chairman at Blonder Home Accents and Thinkwell, President at Arhaus, and Chairman/President/CEO at Lesco (lawn care and golf course products). Serves on the Audit and Corporate Governance Committees and is designated an “audit committee financial expert.” Independence affirmed under NYSE standards; not an employee director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Libbey Inc. | Executive Chairman; CEO (until Mar 31, 2019) | Until 2020 | Led company reliant on foodservice; oversaw period culminating in Chapter 11 reorganization during COVID shock |
| Blonder Home Accents | Chairman & CEO | Not disclosed | Consumer/home décor distribution leadership |
| Thinkwell Incorporated | Chairman & CEO | Not disclosed | Corporate leadership experience |
| Arhaus Inc. | President | Not disclosed | Brand-focused furniture operations |
| Lesco Incorporated | Chairman, President & CEO | Not disclosed | Manufacturing/distribution/retail of lawn care and golf course products |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana University Foundation | Board of Associates | Current | Philanthropic/academic engagement |
| Libbey Inc. | Director (former) | Prior | Former public company director |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance Committee member; not a chair. Audit Committee met 5x, Governance met 4x in 2024.
- Audit committee financial expert designation: Foley identified (with Liebau and Lutey) as an “audit committee financial expert.”
- Independence: All non-management directors other than the CEO are independent; committees are 100% independent.
- Attendance: Board held 6 meetings in 2024; all directors attended at least 75% of the aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Board and each Committee met regularly in executive session in 2024 (without management).
- Governance practices: Anti-hedging/anti-pledging policy; stock ownership guidelines; proxy access; over-boarding limits.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears; employees receive no director pay |
| Equity-based award (RSUs) | $77,939 | 4,534 RSUs granted May 9, 2024; vest at 2025 Annual Meeting (or deferred units election) |
| Committee chair fees | $0 | Applicable only to chairs (Audit $17,500; CMD $12,500; Governance $10,000) — Foley not a chair |
| Board chair fee | $0 | Board chair receives $90,000; Foley is not chair |
| Total 2024 director pay | $177,939 | Fees + stock award grant-date value |
- Program design: Non-employee directors receive cash retainer and annual equity award; may elect stock units instead of shares with payment upon board departure.
- No options or performance-linked awards are provided to directors.
Performance Compensation (Director)
| Metric | Target | Actual/Payout | Structure |
|---|---|---|---|
| Performance-linked director pay | N/A | N/A | Non-employee director equity grants are service-based RSUs, vesting at next Annual Meeting or deferred as stock units; no PSUs/options for directors |
Directors’ compensation at MYE is not tied to revenue/EBITDA/TSR metrics; equity is service-vesting RSUs to align ownership without pay-for-performance constructs for directors.
Other Directorships & Interlocks
- Current public boards: None disclosed for Foley.
- Prior public boards: Libbey Inc. (former).
- Non-profit/academic: Indiana University Foundation Board of Associates.
- Interlock considerations: Significant shareholders include GAMCO/Associated Capital; another MYE director (Lisman) serves on Associated Capital’s board, potentially enhancing information flow but not implicating Foley directly.
Expertise & Qualifications
- Manufacturing and distribution: Broad-scale plastics manufacturing; consumer and distribution businesses.
- Transactions and market development: Extensive experience in acquisitions, JVs, and market development.
- Governance/compensation leadership: Experience with public company governance, compensation, and leadership.
- Financial expertise: Qualified as an audit committee financial expert (designation by Board).
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned | 47,431 | “Less than 1%” flag in table; include deferred units separately |
| Ownership % of outstanding | ~0.127% | Derived: 47,431 / 37,295,964 outstanding |
| Deferred stock units | 16,912 | Will convert to common stock upon lapse of deferral period |
| 2024 director RSUs outstanding | 4,534 | Granted May 9, 2024; vest at 2025 Annual Meeting |
| Pledging/Hedging | Prohibited | Company policy bans hedging/pledging by directors |
| Stock ownership guidelines | 5x annual cash Board retainer | Five years to attain requirement |
Governance Assessment
- Committee contributions: Foley’s dual membership on Audit and Governance aligns with his financial expertise and governance experience; audit financial expert designation strengthens committee oversight and investor confidence.
- Independence & engagement: Long-tenured independent director; committees are fully independent; regular executive sessions; board and committee attendance above minimum.
- Ownership alignment: Meaningful personal stake, additional deferred units, and annual RSU grants; anti-hedging/pledging and director ownership guidelines reinforce alignment.
- Director pay design: Balanced cash/equity with no performance-linked components for directors; equity vests on service, maintaining alignment without short-term incentives.
- Potential conflicts/RED FLAGS:
- Prior bankruptcy involvement: Libbey entered Chapter 11 during pandemic; while context-specific, investors may monitor for risk tolerance and governance lessons learned.
- Related-party transactions: Company reports none in 2024; Governance/Audit Committees review conflicts; mitigates related-party risk.
- Over-boarding: Company policy caps public boards; Foley’s current disclosed roles do not indicate over-boarding.
- Shareholder signals: Strong say-on-pay support (99%) indicates broad investor alignment with compensation governance (executive program); board emphasizes shareholder engagement.
Overall: Foley’s audit/gov expertise, independence, and ownership position support board effectiveness. The Libbey restructuring history is a watchpoint but does not indicate current conflicts at MYE. Continuous monitoring of deferred unit accumulation, committee performance, and any evolving interlocks is warranted.