Lawrence J. Ball
About Lawrence J. Ball
Independent director since 2006 (Age 70), Lawrence J. Ball is the retired President of Moog Components Group (Moog, Inc.), previously serving as Vice President and General Manager. He brings deep management, financial reporting, and acquisition strategy expertise and is designated the Audit Committee Financial Expert. He is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moog Components Group (Moog, Inc.) | President; previously Vice President & General Manager | Not disclosed | Senior management experience in motion control, electronics, fiber optics; expertise in financial reporting and acquisitions |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Montgomery County Chamber of Commerce | Board/Community leadership | Not disclosed | Local business engagement |
| Montgomery (LewisGale) Hospital | Board/Community leadership | Not disclosed | Healthcare community ties |
| The Blacksburg Partnership | Board/Community leadership | Not disclosed | Regional economic development |
| Blacksburg Country Club | Board/Community leadership | Not disclosed | Community network |
Board Governance
- Independence: Determined independent; neither a present nor past employee/officer of the company or subsidiaries. No other public company directorships within the last five years.
- Committee assignments (2024 activity year):
- Audit Committee: Chair; identified as the Audit Committee Financial Expert; committee met 4x in 2024.
- Compensation Committee: Member; committee met 2x in 2024.
- Executive Committee: Member; committee met 2x in 2024.
- Attendance and engagement: Board held 12 regular and 2 special meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings.
- Board leadership: Combined Chair/CEO; Vice Chair/Lead Independent Director role held by Charles E. Green, III.
- Stock ownership/Trading policies:
- Director ownership guideline: Minimum value equal to 4x annual retainer (phased in over three years from Jan 11, 2023 or appointment).
- Anti-hedging and anti-pledging policy: Directors prohibited from hedging and pledging company stock.
Fixed Compensation
Director pay structure emphasizes cash retainer plus meeting/committee fees and time-based equity.
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director retainer (structure) | $30,000; $14,000 of which in restricted stock; remaining in cash; meeting fees $1,500 Jan–May then $2,000 Jun–Dec; committee meeting fee $800 | $30,000; $14,000 of which in restricted stock; remaining in cash; Board meeting fee $2,000; committee fee $800 |
| Lawrence J. Ball – Fees Earned or Paid in Cash | $42,600 | $44,800 |
| Lawrence J. Ball – Stock Awards (grant-date fair value) | $14,000 | $14,000 |
| Lawrence J. Ball – Total Director Compensation | $56,600 | $58,800 |
Notes:
- Equity is time-based restricted stock; no director meeting fees when committee meets concurrently with regular Board meeting.
Performance Compensation
Directors receive time-based restricted stock (no performance conditions). Vesting and grant mechanics below.
| Grant Detail | 2023 | 2024 |
|---|---|---|
| Equity form | Time-based restricted stock; 1-year cliff vest | Time-based restricted stock; 1-year cliff vest |
| Shares granted to each eligible director (June tranche) | 228 shares (June 2023) | 233 shares (June 2024) |
| Shares granted to each eligible director (December tranche) | 227 shares (Dec 2023) | 218 shares (Dec 2024) |
| Grant-date fair value recognized for Ball | $14,000 | $14,000 |
| Vesting terms | One-year anniversary of grant date | One-year anniversary of grant date |
No options or performance-vesting director awards disclosed; dividends not addressed for director RS in proxy; equity is standard time-based retainer mix.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed; no NKSH director/nominee (including Ball) served as a director of an SEC-registered company within past five years. |
| Private/Non-profit boards | Multiple local/regional boards (see External Roles). |
| Interlocks/Related party | None disclosed for Ball. Board considered related-party items involving other directors (Reynolds Architects fees; Sweet consulting) and ordinary-course lending; independence maintained for all except executive directors. |
Expertise & Qualifications
- Audit/financial: Audit Committee Chair and Audit Committee Financial Expert (SEC/Nasdaq definitions).
- Operational/strategic: Senior leadership at Moog Components Group with experience in financial reporting and acquisition strategies.
Equity Ownership
| Holder | Total Beneficial Ownership | Notes/Breakdown |
|---|---|---|
| Lawrence J. Ball | 21,906 shares; <1% of outstanding | Includes 21,000 shares jointly with spouse; includes 451 restricted shares subject to vesting; voting rights on restricted shares permitted. |
Additional ownership policy context:
- Director ownership guideline: 4x retainer value (phase-in over 3 years). Compliance status by individual not disclosed.
- Hedging/pledging of company stock prohibited for directors.
Governance Assessment
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Strengths
- Independence and financial expertise: Independent director with Audit Chair role and SEC-designated financial expert credential; strong oversight of audit/financial reporting.
- Engagement: Board met 14 times in 2024; Ball’s committees (Audit, Compensation, Executive) all active; all directors met ≥75% attendance.
- Pay alignment for directors: Modest cash retainer plus equity paid as time-based restricted stock (alignment with shareholders); total director pay level for Ball $58.8K in 2024.
- Trading/ownership safeguards: Anti-hedging/pledging and director stock ownership guidelines reinforce alignment and risk controls.
- Shareholder sentiment: Say-on-pay approval 94% in 2024 (2025 proxy reference), indicating broad investor support for compensation governance.
-
Watch items
- Board refreshment/tenure: Ball has served since 2006; while board has an age 75 re-nomination limit, longer tenures warrant continued focus on refreshment and diversity of perspectives as directors approach the age cap.
- Director equity vesting lacks performance conditions: Equity is time-based rather than performance-based; typical for small banks but provides less explicit performance linkage for director pay.
-
Conflicts/related-party exposure
- No related-party transactions involving Ball disclosed; ordinary-course director/officer lending policies in place and subject to market terms; board reviews RPTs.
-
Committee independence and processes
- All Audit and Compensation Committee members are independent; use of independent compensation consultant in 2023 (Meridian) for executive plans supports governance rigor.
Overall, Ball’s profile—independence, extensive operating experience, and audit leadership—supports investor confidence in financial oversight and board effectiveness, with no red-flag conflicts identified. Continued attention to board refreshment over time is prudent.