Douglas Frederick
About Douglas Frederick
Douglas J. Frederick is Chief Operating Officer, Vice President, Secretary, General Counsel, and a director of National Presto Industries, Inc. He joined the board on May 16, 2023 and has served as Corporate Secretary since November 17, 2009, General Counsel since January 2009, Vice President since May 15, 2018, and COO since December 11, 2018; age 54 in the 2025 proxy . Company performance context: cumulative TSR (value of initial $100 investment) was $149.83 in 2024 (vs. $115.30 in 2023) while net income was $41,460k in 2024, $34,559k in 2023, and $20,699k in 2022 . Company revenues and EBITDA rose over 2022–2024 (see table; values from S&P Global).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Presto Industries, Inc. | General Counsel | Since Jan 2009 | Legal/IP expertise; involved in “virtually all aspects of the business,” supports board decision-making . |
| National Presto Industries, Inc. | Corporate Secretary | Since Nov 17, 2009 | Governance, disclosure, and board administration . |
| National Presto Industries, Inc. | Vice President | Since May 15, 2018 | Broadened operational leadership . |
| National Presto Industries, Inc. | Chief Operating Officer | Since Dec 11, 2018 | Day-to-day operations oversight; execution across segments . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rider Bennett, LLP | Litigation Attorney | Not disclosed | Litigation background enhances risk management and IP oversight . |
Fixed Compensation
Multi-year compensation for Douglas J. Frederick (NEO):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $377,184 | $388,265 | $400,804 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $81,194 | $0 | $40,164 |
| All Other Compensation ($) | $26,979 | $23,985 | $27,276 |
| Total ($) | $485,357 | $412,250 | $468,244 |
Notes:
- All Other Compensation includes 401(k) employer contributions, life/disability insurance premiums, and dividends on restricted stock; e.g., 2024 401(k) employer contribution for Mr. Frederick was $24,150 .
Performance Compensation
Annual Restricted Stock Grants (time-based vesting)
| Grant Date | Award Amount ($) | Shares Granted | Vesting |
|---|---|---|---|
| Jan 2, 2024 (for 2023 performance) | $40,000 | 498 | 100% on March 15, 2029 |
| Jan 2, 2025 (for 2024 performance) | $40,000 | 406 | 100% on March 15, 2030 |
Stock Vested in 2024
| Vesting Date | Shares Vested | Value Realized ($) |
|---|---|---|
| March 15, 2024 | 748 | $56,893 |
Outstanding Unvested Equity (12/31/2024)
| Grant Date | Unvested Shares | Market Value ($) |
|---|---|---|
| 12/31/2019 | 791 | $77,850 |
| 12/31/2020 | 408 | $40,155 |
| 12/31/2021 | 988 | $97,239 |
| 12/31/2022 | 1,186 | $116,726 |
| 01/02/2024 | 498 | $49,013 |
| Total (unvested) | 3,871 | $380,983 |
Vesting schedule: cliff vesting 100% on March 15 following grant cycles — 2019 vests 2025, 2020 vests 2026, 2021 vests 2027, 2022 vests 2028, 2024 grant vests 2029; 2025 grant vests 2030 . Equity awards accelerate upon change-in-control, death, disability, or retirement (plan-defined) .
No stock options are granted or outstanding; the Company “does not currently grant” options or similar awards .
Incentive Metric Design
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (time-based) | n/a | n/a | n/a | Dollar-denominated grants converted to shares | Single cliff vest (see schedule) |
Equity Ownership & Alignment
| As of Record Date | Beneficial Ownership (Shares) | % Outstanding | Key Components |
|---|---|---|---|
| March 24, 2025 | 148,147 | 2.1% | Includes 137,781 shares owned by a private charitable foundation where he is co-trustee/officer (shared voting/investment power); 8,756 restricted stock shares; 1,610 shares in 401(k) via company match. Disclaims beneficial ownership of foundation shares . |
| March 25, 2024 | 147,731 | 2.1% | Includes 137,781 foundation shares; 8,446 restricted stock; 1,504 shares in 401(k); disclaimers as above . |
- Unvested restricted stock: 3,871 shares ($380,983) at 12/31/2024; accelerates under CoC/death/disability/retirement .
- Speculative trading/hedging policy: prohibits short sales, puts/calls, and holding Company stock in margin accounts; requires 6-month minimum hold for open-market purchases; policy does not specifically prohibit other hedging instruments (e.g., prepaid variable forwards, swaps, collars) .
- No stock ownership guideline disclosure; no pledging disclosure beyond margin account prohibition .
Employment Terms
- No employment or change-in-control agreements for executive officers; equity awards accelerate under CoC/death/disability/retirement (plan-defined) .
- Clawback policy adopted to comply with SEC/NYSE rules for recovery of erroneously awarded incentive compensation .
- Perquisites to NEOs did not exceed $10,000 in 2024; perquisites are not considered material .
- Compensation process: CEO compensation set by Compensation Committee; other executive salaries/bonuses recommended by CEO and approved by Board; no external compensation consultant or benchmarking in 2023–2024 .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (USD thousands) | 20,699 | 34,559 | 41,460 |
| Company TSR ($100 initial investment) | $93.13 | $115.30 | $149.83 |
| Peer Group TSR ($100 initial investment) | $54.24 / $56.87 | $61.14 / $47.54 | $54.56 |
Company fundamentals (S&P Global):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $321,623,000* | $340,912,000* | $388,228,000* |
| EBITDA ($USD) | $30,277,000* | $41,040,000* | $50,259,000* |
Values retrieved from S&P Global.*
Board Governance
- Board service: Appointed director May 16, 2023; re-nominated in 2025 for a term ending 2028 .
- Independence: Frederick is an executive officer; Board deems three directors (Quinn, Stienessen, Lieble) independent; they comprise Audit, Compensation, and Nominating/Corporate Governance Committees .
- Committee roles: Frederick is not listed as a member of Board committees; Presiding Director for executive sessions is Joseph G. Stienessen .
- Attendance: In 2024 there were five Board meetings; all directors attended all Board/committee meetings, and all directors attended the 2024 Annual Meeting .
- Governance structure: CEO also serves as Chair; Board describes rationale; independent committees manage compensation, audit, and governance risks .
Director Compensation
Non-employee directors receive a cash/equity retainer and meeting fees; 2024 total fees for independent directors were $49,000 each including Q4 stock grant (fully vested upon grant) . Employee directors (like Frederick) are not listed in director compensation tables, indicating no separate director fees beyond executive compensation .
Compensation Committee Analysis
- Members: Randy F. Lieble, Patrick J. Quinn, Joseph G. Stienessen (independent) .
- Practices: No compensation consultant; no peer benchmarking for material elements in 2023–2024 .
- Focus: Base salary as primary element; discretionary cash bonuses possible; time-based restricted stock to foster ownership .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 98.5% (2024 AGM) ; 94.5% (2023 AGM) .
- Clawback policy compliant with SEC/NYSE rules .
Risk Indicators & Red Flags
- Hedging: Policy does not specifically prohibit certain hedging instruments; short sales, puts/calls, and margin accounts are prohibited .
- Dual roles: Executive officer serving on the Board (COO, VP, Secretary, GC + Director) may raise independence considerations; mitigated by committee independence and a Presiding Independent Director .
- Related party transactions: Company has no formal related-party transaction review policy; Board reviews case-by-case; no transactions disclosed involving Frederick .
- No option repricing/underwater option issues: Company does not grant options .
- Section 16 compliance: Timely filings in 2024 .
Investment Implications
- Pay-for-performance alignment: Heavy fixed base with time-based RSUs that cliff-vest after 5–6 years creates retention through unvested equity (3,871 shares/$380,983 as of 12/31/2024) and discourages short-termism; absence of quantitative performance metrics in equity may reduce direct linkage to financial KPIs .
- Selling pressure: Upcoming vesting tranches (March 15, 2025–2030) could create periodic liquidity events; 2024 vesting (748 shares) illustrates cadence .
- Contract economics: No employment or CoC agreements—no salary/bonus multiples; retention primarily via equity and benefits; equity accelerates under CoC/death/disability/retirement, which can impact deal economics .
- Governance: Executive-director dual role warrants attention to independence; offset by three independent directors on all key committees and a Presiding Independent Director .
- Shareholder support: Strong Say-on-Pay support (98.5%) suggests investors accept the compensation framework; monitoring of hedging policy gaps advisable given lack of explicit prohibition on some instruments .