Maryjo Cohen
About Maryjo Cohen
Chair of the Board, President, and CEO of National Presto Industries since May 1994; director since 1988; age 72; a 48-year employee as of 2024, bringing deep institutional knowledge and continuity of leadership . Under her tenure, recent performance indicators include 2024 net income of $41.46 million and a cumulative TSR value of $149.83 on a $100 investment since 12/31/2019, versus weighted peer TSR of $54.56, per the SEC “Pay vs Performance” disclosure . The company states it does not use specific financial performance measures (e.g., TSR, net income) to determine pay, relying instead on discretion and restricted stock to align incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Presto Industries, Inc. | Chair of the Board, President, and CEO | Since May 1994 | Long-tenured leadership; oversees strategy and execution; primary governance voice as Board Chair |
| National Presto Industries, Inc. | Director | Since 1988 | Board continuity; corporate oversight and governance |
External Roles
No external public company directorships or committee roles for Ms. Cohen are disclosed in the proxy’s director biography section .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 630,001 | 630,001 | 633,650 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 124,940 | — | — |
| All Other Compensation ($) | 29,469 | 23,624 | 24,771 |
| Total ($) | 784,410 | 653,625 | 658,422 |
Notes:
- “All Other Compensation” includes 401(k) employer contributions, life/disability premiums, and dividends on restricted stock; 2024 CEO 401(k) employer contribution was $24,150 .
Performance Compensation
Equity Awards (Restricted Stock) – Recent Grants
| Grant Date | Award Value ($) | Shares | Vesting | Basis for Share Count |
|---|---|---|---|---|
| 1/2/2025 | 100,000 | 1,016 | 100% on 3/15/2030, service-based | Closing price $98.42 on 12/31/2024 |
- Company currently does not grant options, SARs, or similar option-like awards .
- Equity grants are discretionary, dollar-denominated and settled in shares; awards recognize corporate and individual performance contributions rather than preset financial targets .
Outstanding Unvested Restricted Stock and Vesting Schedule (as of 12/31/2024)
| Grant Date | Unvested Shares (#) | Vest Date | Market Value at 12/31/2024 ($98.42) |
|---|---|---|---|
| 12/31/2019 | 1,131 | 3/15/2025 | 111,313 |
| 12/31/2020 | 1,130 | 3/15/2026 | 111,215 |
| 12/31/2021 | 1,219 | 3/15/2027 | 119,974 |
| 12/31/2022 | 1,825 | 3/15/2028 | 179,617 |
- All awards above are service-based and vest 100% on the stated dates; awards also vest upon retirement under plan terms .
- In a change-in-control or upon death/disability/retirement, all unvested restricted stock accelerates; estimated acceleration value for Ms. Cohen at 12/31/2024 was $522,118 across 5,305 shares .
Annual/Discretionary Bonus and Performance Metrics
- Discretionary cash bonuses may be awarded based on qualitative/quantitative contributions; the company does not tie NEO pay to specific financial metrics like TSR, net income, or revenue growth; Ms. Cohen received no cash bonus in 2022–2024 .
Equity Ownership & Alignment
| Ownership Component | Detail |
|---|---|
| Total Beneficial Ownership | 1,831,619 shares (25.6% of common) |
| Voting Trust (sole voting power) | 1,669,664 shares under a Voting Trust where Ms. Cohen is voting trustee; trust terminates 8/15/2044 unless terminated/extended per terms |
| Charitable Foundations (shared power) | 139,453 shares where Ms. Cohen serves as co-trustee/officer/director; she disclaims beneficial ownership beyond fiduciary role |
| Restricted Stock Held | 15,227 shares received under 2010 and 2017 plans |
| 401(k) Shares | 7,275 shares contributed via company match |
| Unvested RS (as of 12/31/2024) | 5,305 shares subject to future vesting; acceleration value $522,118 at $98.42 |
| Hedging/Margin | Policy prohibits short sales, trading puts/calls, and holding company stock in margin accounts; hedging instruments (e.g., collars, swaps) are not specifically prohibited |
Alignment implications:
- Very high insider ownership and sole voting control over the large voting trust align leadership with long-term equity value but concentrate control (governance consideration) .
- Long-dated, 100% cliff vesting schedules (through 2028 and 2030) provide retention incentives and create potential supply overhang around vest dates .
Employment Terms
| Term | Status/Detail |
|---|---|
| Employment or Change-in-Control Agreements | None; the company does not maintain employment or CIC agreements for executive officers |
| Severance (Salary/Bonus Multiples) | Not applicable (no agreements) |
| Equity Treatment on CIC/Death/Disability/Retirement | All unvested restricted stock vests immediately; estimated CEO acceleration value $522,118 at 12/31/2024 |
| Clawback | Policy adopted to comply with SEC and NYSE rules for recovery of erroneously awarded incentive compensation |
| Non-Compete/Non-Solicit/Garden Leave | Not disclosed in the proxy |
| Perquisites | No perquisites >$10,000 in 2024 |
| Deferred Compensation/Pension/SERP | Not disclosed; 401(k) with employer match provided |
Board Governance (Dual-role implications, committees, independence)
- Board service: Director since 1988; Chair of the Board since 1994; also President and CEO since May 1994 .
- Dual role: The Board believes the CEO is best situated to serve as Chair to lead strategy discussions and execution; a Presiding Director (Mr. Stienessen) leads executive sessions of non-management directors, providing an independence counterbalance .
- Independence/Committees: Three directors (Quinn, Stienessen, Lieble) are independent; they comprise the Audit, Compensation, and Nominating/Governance Committees. Ms. Cohen is not listed as a member of these committees .
- Meetings/Attendance: 5 Board meetings in 2024; Audit met 5 times; Nominating once; Compensation once; all directors attended all Board and relevant committee meetings and attended the 2024 annual meeting .
Say-on-Pay & Shareholder Feedback
- 2024 non-binding say-on-pay approval: 98.5% of votes cast in favor, indicating strong shareholder support for the executive compensation program .
Compensation Structure Analysis
- Mix and trend: Ms. Cohen’s cash pay is primarily fixed salary ($630k–$633.7k from 2022–2024) with minimal variable cash and periodic restricted stock grants; she received no bonus in 2022–2024, and her 2024 performance-based RS grant ($100k for 1,016 shares) was granted 1/2/2025 with a 5-year cliff to 3/15/2030 .
- Equity program design: Long, single-tranche cliff vesting (2025–2029 for prior grants; 2030 for the 2025 grant) encourages retention but can create lumpy supply events at vesting .
- No options/SARs: company does not grant options, lowering leverage to upside and reducing potential for option repricings .
- Metrics/benchmarking: CD&A states no specific financial performance measures are used; Committee did not retain consultants or use benchmarking in 2023–2024, relying on discretion and internal judgment .
Performance & Track Record
| Indicator | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR (Value of $100) | 107.53 | 105.57 | 93.13 | 115.30 | 149.83 |
| Net Income ($000s) | 46,958 | 25,654 | 20,699 | 34,559 | 41,460 |
Context:
- The TSR recovery from 2022 to 2024 and net income growth from $34.6 million (2023) to $41.5 million (2024) occurred during Ms. Cohen’s continuing tenure as CEO and Chair .
- The company explicitly notes that it does not base executive compensation decisions on specific financial measures like TSR or net income .
Investment Implications
- Alignment and control: Ms. Cohen’s 25.6% beneficial ownership and control over 1.67 million shares via a long-dated voting trust strongly align leadership with shareholder outcomes but concentrate control, affecting governance dynamics and potential activism scenarios .
- Retention and supply: Long-duration, single-tranche vesting (through 2028 and 2030) supports retention but creates identifiable windows (mid-March each year) where vesting could modestly increase potential insider selling pressure; Ms. Cohen’s unvested restricted stock totaled 5,305 shares valued at ~$522k as of 12/31/2024, plus a 1,016-share grant vesting in 2030 .
- Pay-for-performance sensitivity: With limited variable cash and no options, CEO pay is relatively insensitive to short-term performance swings; alignment is primarily through significant legacy ownership and periodic RS awards with service-based vesting rather than performance conditions .
- Governance risk flags to monitor: Single-trigger acceleration on change-in-control for equity ; related-party transaction oversight handled case-by-case (no formal policy) ; securities policy does not explicitly prohibit hedging derivatives (though it bars short sales, puts/calls, and margin accounts) .
- Shareholder support: Strong say-on-pay approval (98.5%) suggests limited near-term compensation-related pressure from investors .