Patrick Quinn
Director at NPK
Board
About Patrick J. Quinn
Patrick J. Quinn (age 75) is an independent director of National Presto Industries, Inc. (NPK) who has served on the Board since 2001 (24 years of service as of the 2025 proxy). He is the former Chairman (Jan 2001–Dec 2010) and President (Apr 2000–Dec 2010) of Ayres Associates, an engineering firm. He currently serves on all three key Board committees (Audit, Compensation, and Nominating/Corporate Governance). The Board credits his executive experience and business acumen as valuable to decision-making and committee work. He is designated independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ayres Associates, Inc. | Chairman | Jan 2001 – Dec 2010 | Former engineering firm leader; executive experience cited by NPK Board as valuable to deliberations |
| Ayres Associates, Inc. | President | Apr 2000 – Dec 2010 | Executive leadership and business acumen highlighted by NPK Board |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Wisconsin Capital Management (regulated mutual fund company) | Director of certain funds | Current | “Certain funds” directorships; regulated mutual fund context |
| Future Wisconsin Housing Fund, Inc. (non-profit) | Director | Current | Housing owner/developer non-profit board role |
| Eau Claire Community Foundation (non-profit) | Director | Former | Prior non-profit board service |
Board Governance
- Independence and Committees: The Board determined Mr. Quinn is independent under NYSE rules and he serves on the Audit, Compensation, and Nominating/Corporate Governance Committees. Mr. Lieble is the Audit Committee Financial Expert.
- Attendance: The Board met five times in 2024 and each director attended all Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Leadership structure: CEO Maryjo Cohen serves as Chair; executive sessions of non-management directors are presided over by a Presiding Director (Mr. Stienessen).
- Election results (signal on investor support): On May 20, 2025, stockholders re-elected Mr. Quinn with 3,779,510 For and 1,904,953 Withheld (636,423 broker non-votes). Mr. Frederick received 5,061,806 For and 622,657 Withheld. The comparatively high withhold vote for Mr. Quinn is a governance signal to monitor.
- Related-party transactions oversight: The Company has not adopted formal policies or procedures for reviewing related-person transactions; such matters are handled by the full Board on a case-by-case basis (guidance exists in the Code of Conduct).
Fixed Compensation (Non-Employee Director)
| Component | 2024 Terms/Amount | Detail |
|---|---|---|
| Annual retainer | $42,000 | Increased to $43,000 for 2025 |
| Cash vs Stock mix | 75% cash / 25% stock | Stock portion determined by 25% of retainer divided by year-end closing price ($98.42 for 2024); shares rounded down; fractional value paid in cash |
| Meeting fees | $1,500 per full day; $500 per half day | Plus reasonable travel reimbursement (>100 miles) |
| Total 2024 director fees (Quinn) | $49,000 | Reported as “Fees Earned or Paid in Cash”; Q4 retainer paid in shares (see below) |
| Q4 2024 share issuance | 106 shares; $10,432.52 grant-date fair value | Shares fully vested at grant; value computed under ASC 718; based on 12/31/2024 close $98.42 |
Performance Compensation (Directors)
| Performance Metric Tied to Director Pay | Disclosed? | Notes |
|---|---|---|
| Financial/operational performance metrics (e.g., revenue, EBITDA, TSR) | No | Non-employee director pay consists of fixed retainers, meeting fees, and an equity portion of the retainer that vests immediately; no performance conditions disclosed for director compensation |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed beyond serving as a director of certain regulated mutual funds of Wisconsin Capital Management |
| Committee interlocks | None of the Compensation Committee members (Lieble, Quinn, Stienessen) were officers/employees of NPK in the last three years or had related-party transactions; no cross-board compensation committee interlocks involving NPK executives in 2024. |
Expertise & Qualifications
- Executive leadership: Former Chairman/President of Ayres Associates; Board cites executive experience and business acumen as valuable.
- Committee breadth: Serves on Audit, Compensation, and Nominating/Corporate Governance Committees, indicating broad governance involvement.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 1,304 shares; less than 1% of outstanding shares (7,144,062 as of 3/24/2025) |
| Ownership footnote | Includes shares owned by the Patrick J. Quinn and Susan L. Quinn Revocable Trust |
| Pledging/hedging | Company policy prohibits short sales, margin accounts, and trading puts/calls; it does not specifically prohibit hedging via certain derivative instruments (e.g., collars, exchange funds) for “restricted personnel” (including directors). |
| Director equity vesting | Non-employee director retainer shares are fully vested on grant. |
Recent Insider Transactions (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2025-01-02 | 2025-01-03 | Award (A) | 106 | 1,304 | https://www.sec.gov/Archives/edgar/data/80172/000143774925000132/0001437749-25-000132-index.htm |
| 2024-01-02 | 2024-01-03 | Award (A) | 130 | 1,198 | https://www.sec.gov/Archives/edgar/data/80172/000143774924000299/0001437749-24-000299-index.htm |
| 2023-01-05 | 2023-01-06 | Award (A) | 146 | 1,068 | https://www.sec.gov/Archives/edgar/data/80172/000143774923000604/0001437749-23-000604-index.htm |
| 2022-01-06 | 2022-01-06 | Award (A) | 117 | 817 | https://www.sec.gov/Archives/edgar/data/80172/000143774922000531/0001437749-22-000531-index.htm |
| 2021-01-11 | 2021-01-12 | Award (A) | 105 | 105 | https://www.sec.gov/Archives/edgar/data/80172/000143774921000533/0001437749-21-000533-index.htm |
Note: Transactions reflect annual equity awards to non-employee directors consistent with the compensation plan. Post-transaction holdings as reported on Form 4.
Governance Assessment
- Strengths: Independent director with long tenure and broad committee service; 100% attendance across Board and committee meetings in 2024; robust shareholder support on say-on-pay in 2024 (98.5% approval).
- Shareholder signal to monitor: Mr. Quinn’s 2025 re-election drew a comparatively high level of withhold votes (1,904,953 Withheld vs 3,779,510 For), notably higher than the other nominee’s withhold count (622,657). This elevated withhold rate could reflect investor concerns (e.g., tenure, committee composition, governance posture) and warrants engagement focus.
- Compensation alignment for directors: Pay structure is modest and transparent with small equity component (25% of retainer) that is fully vested at grant; meeting fees apply. However, immediate vesting reduces the retention/long-term alignment effect relative to deferred or time-vested units.
- Related-party oversight framework: The absence of a formal related-party transactions policy (relying on full Board review case-by-case) is below many governance best practices and merits monitoring.
- Hedging policy scope: Policy prohibits shorting, margin, and options but does not specifically prohibit hedging via collars, exchange funds, or similar instruments for restricted personnel—potentially a gap relative to stricter anti-hedging policies at many peers.
- Board leadership/ownership concentration context: CEO is also Chair, and a long-dated Voting Trust (through Aug 15, 2044) vests voting control of 1,669,664 shares with the CEO as voting trustee—relevant to overall governance dynamics and minority shareholder influence.
Appendix: Contextual Voting and Compensation Disclosures
- 2025 Annual Meeting outcomes (Election, Auditor, Say-on-Pay) and detailed vote counts, including Mr. Quinn’s withhold total.
- Non-employee director compensation plan mechanics; 2024 annual retainer ($42,000), 2025 increase ($43,000), 75% cash/25% stock split, meeting fees, and Q4 2024 stock issuance details (106 shares; $10,432.52).
- Beneficial ownership table showing Patrick J. Quinn’s 1,304 shares (less than 1%); trust footnote.
- Committee memberships and independence determinations; attendance.
- Related-party transactions policy description; insider trading and hedging policies scope.