Joseph Stienessen
About Joseph G. Stienessen
Independent director of National Presto Industries, Inc.; age 80; on the Board since 2005. Retired Certified Public Accountant with deep accounting and finance expertise; currently serves as Presiding Director for executive sessions of non-management directors, and is determined independent under NYSE rules. 2024 attendance: 100% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting. Committees: Audit, Compensation, and Nominating/Corporate Governance (not disclosed as chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Self-employed | Accounting advisor and consultant | July 2007–present | Advises on accounting; foundation for Board finance oversight |
| Larson, Allen, Weishair and Company, LLP | Principal | Oct 2004–July 2007 | Senior public accounting leadership |
| Stienessen, Schlegel and Company, LLC | Managing Partner | Prior to Nov 2003 | Led firm; accounting and governance acumen |
External Roles
No other public company directorships or external board roles disclosed for Mr. Stienessen .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Messrs. Quinn, Stienessen, and Lieble are independent under NYSE rules |
| Role | Presiding Director for executive sessions of non-management directors |
| Committees | Audit; Compensation; Nominating/Corporate Governance (all comprised of Quinn, Stienessen, Lieble) |
| 2024 Meetings | Board: 5; Audit: 5; Nominating: 1; Compensation: 1 |
| Attendance | Each director attended all Board and committee meetings; all directors attended 2024 AGM |
| Governance documents | Committee charters, Corporate Governance Guidelines, Code of Conduct on company website |
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Detail |
|---|---|---|
| Annual Retainer | $42,000 (increases to $43,000 in 2025) | 75% cash paid quarterly; 25% in company stock |
| Stock Portion of Retainer | 25% of retainer paid in shares; shares fully vested on grant date | For 2024: 106 shares issued to each non-employee director based on $98.42 closing price on 12/31/2024; grant date fair value $10,432.52 |
| Meeting Fees | $1,500 per full-day meeting; $500 per half-day meeting | Applies to Board and committee meetings |
| 2024 Total Fees (Cash) | $49,000 for Mr. Stienessen | Footnote: Q4 retainer paid in shares but reported in cash per SEC presentation |
Performance Compensation (Director)
| Item | Disclosure |
|---|---|
| Stock Options | None—Company does not grant options, SARs, or similar awards |
| PSUs/Performance Equity | None for directors; stock portion of retainer is time-vested and fully vested upon grant |
| Performance Metrics | None disclosed for director compensation (retainer and meeting fees structure only) |
Context for committee oversight: Company’s NEO equity awards are time-based restricted stock (not tied to explicit financial metrics); 2025 grants for 2024 performance vest 100% on March 15, 2030, and were determined based on responsibilities, experience, and individual performance recommendations of CEO (not formulaic). Examples: CEO $100,000 (1,016 shares), COO $40,000 (406), PFO $25,000 (254) .
| NEO | Award Amount ($) | Shares | Vesting |
|---|---|---|---|
| Maryjo Cohen | 100,000 | 1,016 | 100% on Mar 15, 2030 |
| Douglas J. Frederick | 40,000 | 406 | 100% on Mar 15, 2030 |
| John R. MacKenzie | 40,000 | 406 | 100% on Mar 15, 2030 |
| Jeffery A. Morgan | 25,000 | 254 | 100% on Mar 15, 2030 |
| David J. Peuse | 25,000 | 254 | 100% on Mar 15, 2030 |
Other Directorships & Interlocks
| Company | Role | Committee | Interlocks |
|---|---|---|---|
| None disclosed | — | — | Compensation Committee interlocks: none; no member has been an officer/employee in last 3 years; no related party transactions noted for committee members |
Expertise & Qualifications
- Retired CPA; extensive accounting and finance knowledge cited by the company as invaluable to Board decision-making and committee work .
- Member of Audit, Compensation, and Nominating/Governance Committees; presiding independent director for executive sessions .
- Independence affirmed by Board under NYSE rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Joseph G. Stienessen | 1,986 | <1% (denoted “*”) | Includes shares owned by Joseph G. Stienessen SEP IRA |
| Shares Outstanding (record date 3/24/2025) | 7,144,062 | — | One vote per share |
| Director Stock Issuance (2024 retainer stock portion) | 106 shares issued to each non-employee director, fully vested | — | Based on $98.42 closing price 12/31/2024 |
| Shares available under Non-Employee Director Compensation Plan (12/31/2024) | 12,820 | — | Under equity compensation plans |
Governance Assessment
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Strengths:
- Independence and engagement: Independent designation; 100% attendance; presiding role in executive sessions—supports robust oversight of management .
- Broad committee participation: Audit, Compensation, and Nominating/Governance membership—central to risk, pay, and board composition oversight .
- Compensation Committee interlocks clean: No member-related party transactions; no reciprocal board relationships—reduces conflict risk .
- Shareholder alignment signals: Non-employee director pay includes equity (25% of retainer in shares); strong Say-on-Pay support (98.5% approval in 2024) .
-
Watch items / RED FLAGS:
- Related party transaction policy gap: Company has not adopted formal policies/procedures; reviews occur case-by-case by entire Board (excluding the involved director)—process risk versus best practice .
- Hedging policy scope: Prohibits short sales, margin accounts, and trading of puts/calls; does not specifically prohibit hedging via collars, swaps, PVFORs, or exchange funds—potential alignment gap for insiders .
- Concentrated voting control: 1,669,664 shares in a voting trust with CEO Maryjo Cohen as voting trustee—centralized voting authority through 2044; could limit minority influence and heighten scrutiny of board independence, though Mr. Stienessen is independent and presides over executive sessions .
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Director pay structure observations:
- Fixed-heavy model (retainer plus meeting fees) with modest equity via retainer shares, fully vested at grant; no options or performance-based equity for directors—limits direct performance incentive linkage but maintains simplicity and transparency .
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Additional context for compensation oversight:
- Executive incentives are time-based restricted stock (no explicit financial performance metrics); bonuses discretionary—places greater importance on qualitative assessments by the Compensation Committee on which Mr. Stienessen serves .
Overall, Mr. Stienessen’s accounting background, independence, full attendance, and presiding role support board effectiveness. Key governance gaps are the absence of a formal related-party transaction policy and the hedging policy’s carve-outs; voting trust concentration warrants continued monitoring despite an independent committee structure .