Randy Lieble
Director at NPK
Board
About Randy F. Lieble
Randy F. Lieble, age 71, is an independent director of National Presto Industries, Inc. and former long-tenured finance executive at the company, serving as CFO, Treasurer, and Vice President across multiple periods; he currently serves as a director with a term ending in 2026 and is designated the Audit Committee Financial Expert under SEC rules . He previously served as a director from December 2006 to August 2007 and again from December 2008 to present, following a 43-year career at NPK with involvement in virtually all phases of the business, underscoring deep institutional knowledge and finance expertise . In 2024, he attended 100% of Board and committee meetings and the annual meeting, signaling strong engagement; the Board held five meetings that year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Presto Industries, Inc. (NPK) | Chief Financial Officer | Nov 1999–Aug 2007; Sep 2008–Sep 2019 | Finance leadership; background enables him to act as Audit Committee Financial Expert |
| National Presto Industries, Inc. (NPK) | Vice President | Oct 2004–Aug 2007; Sep 2008–Sep 2019 | Senior leadership across business operations |
| National Presto Industries, Inc. (NPK) | Treasurer | Nov 1995–Aug 2007; Sep 2008–Sep 2019 | Corporate finance stewardship |
| National Presto Industries, Inc. (NPK) | Secretary | Jan 2009–Nov 2009 | Corporate governance administration |
External Roles
- No other public company directorships disclosed for Mr. Lieble in the 2025 proxy .
Board Governance
- Independence: The Board determined Mr. Lieble qualifies as an “independent director” under NYSE rules .
- Committee memberships: Audit (Financial Expert), Compensation, Nominating/Corporate Governance; all three committees consist of Messrs. Lieble, Quinn, and Stienessen .
- Attendance: In 2024, the Board met five times; each director, including Mr. Lieble, attended all Board and relevant committee meetings and the annual meeting .
- Executive sessions: Presiding Director for non-management executive sessions is Joseph G. Stienessen (communication channel disclosed) .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director (NYSE definition) |
| Committees | Audit (Financial Expert), Compensation, Nominating/Corporate Governance |
| Chair roles | Not disclosed for Mr. Lieble |
| Attendance (2024) | 100% across Board and committees; 5 Board meetings |
| Executive sessions | Presiding Director: J.G. Stienessen |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual retainer (non-employee directors) | $42,000 (paid 75% cash quarterly; 25% in stock) | $43,000 (structure unchanged) |
| Meeting fees | $1,500 per full-day; $500 per half-day | $1,500 per full-day; $500 per half-day |
| Fees earned or paid in cash – Lieble | $49,000 (includes Q4 equity retainer value per SEC reporting convention) | — |
| Q4 2024 equity retainer received | 106 shares; grant date fair value $10,432.52 (fully vested at grant) | — |
Notes:
- Structure: 75% of annual retainer paid in cash quarterly; 25% paid in shares determined by closing price on the last trading day of calendar year; fractional shares settled in cash; travel reimbursed for >100 miles .
Performance Compensation
- Non-employee director compensation is fixed retainer plus meeting fees and a stock retainer element; no performance-linked metrics (e.g., TSR, EBITDA) are disclosed for director pay .
| Performance Metric | Used in Director Compensation? |
|---|---|
| TSR percentile | Not used/disclosed |
| Revenue/EBITDA growth | Not used/disclosed |
| ESG goals | Not used/disclosed |
| Options/PSUs with performance hurdles | Company does not currently grant options; director equity is retainer stock fully vested at grant |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public company boards (Lieble) | None disclosed |
| Compensation Committee interlocks | None; no member (including Lieble) was an officer or employee in last 3 years; no related-party transactions with the Company |
| Executive participation on external boards with reciprocal relationships | None disclosed |
Expertise & Qualifications
- Financial leadership: Former CFO, Treasurer, and VP; designated Audit Committee Financial Expert under SEC rules .
- Tenure and institutional knowledge: 43 years as an employee, involved in virtually all phases of the business; director since 2008 (also 2006–2007) .
- Independence and governance: Independent under NYSE rules; robust committee engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Randy F. Lieble | 9,116 | <1% | Includes restricted stock received under 2010 and 2017 plans, shares in IRA, and Lieble Family Rev. Trust |
| Shares outstanding (record date 3/24/2025) | 7,144,062 | — | — |
Insider trading and hedging policy considerations:
- Restricted personnel prohibited from short sales, margin accounts, and trading puts/calls; policy requires minimum 6-month hold for open-market purchases; the policy does not specifically prohibit hedging instruments (e.g., collars, equity swaps), which is a potential misalignment signal .
Recent Insider Trades (Form 4)
| Date (Filed) | Description | Source |
|---|---|---|
| 2025-01-03 | Form 4 filed for director stock retainer issuance (Q4 2024 equity portion; proxy notes 106 shares for Q4) | |
| 2024-01-03 | Form 4 filed (annual director stock retainer) | |
| 2023-01-06 | Form 4 filed (annual director stock retainer) | |
| 2022-01-06 | Form 4 filed (annual director stock retainer) |
Governance Assessment
Positives:
- Independence and Financial Expertise: Independent status with explicit Audit Committee Financial Expert designation; broad finance background enhances audit oversight effectiveness .
- Attendance and Engagement: 100% attendance at Board and committee meetings; full participation in annual meeting, supporting board effectiveness .
- Transparent director pay framework: Clear retainer structure with partial equity paid and disclosed meeting fees; modest fee levels relative to typical small-cap norms .
Risks and red flags:
- Related party transactions policy: No formal policy; Board reviews case-by-case, elevating conflict risk if transactions arise .
- Hedging gap: Policy does not explicitly prohibit hedging instruments (collars/swaps), which can undermine alignment despite other trading restrictions .
- Concentrated voting control: Long-dated voting trust (1,669,664 shares) controlled by CEO (Maryjo Cohen) may reduce tilt toward independent oversight, though not directly attributable to Lieble’s holdings .
- Compensation oversight: Compensation Committee did not use an external consultant or benchmarking in 2023–2024, which may limit pay-for-performance rigor; however, say-on-pay support was high (98.5%) .
Shareholder feedback signal:
- Say-on-pay (2024): 98.5% approval, indicating general investor support for pay practices and governance disclosures .
Notes on Director Compensation Structure (alignment)
- Director compensation mixes cash and stock via the retainer, with Q4 paid in fully vested shares; there are no director options, PSUs or performance conditions disclosed, which limits explicit pay-performance linkage but ensures immediate ownership exposure .
- For executives, equity grants vest 100% after five years and accelerate upon retirement/change-in-control; this executive policy framework does not apply to non-employee director compensation but influences broader governance risk analysis .
Summary Signals for Equity Research and Trading
- Governance quality is supported by independence, audit expertise, and full attendance; equity retainer ensures some ongoing ownership alignment .
- Watch areas: absence of a formal related-party policy and hedging allowance; combined Chair/CEO model with voting trust concentration warrants monitoring for potential conflicts or reduced independent influence .