John Paschal
About John Paschal
Independent director with 6 years of board service, age 66, and chair of the Nominating and Governance Committee. Former President of Temtco Steel Division at Kloeckner Metals; co-founded Temtco Steel in 1979 and retired in December 2020. Holds a BS in Business Administration from Mississippi State University; director since August 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temtco Steel (sold to Kloeckner Metals in 2008) | Co‑founder; emphasis on high‑strength steel and value‑added services | Founded 1979; sold 2008 | Built manufacturing, product design, and logistics expertise; human capital leadership |
| Kloeckner Metals Corporation (Temtco Steel Division) | President | Until retirement in Dec 2020 | Led operations and supply chain; governance and operations experience |
External Roles
| Organization | Role | Tenure | Public company? |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Board determined Paschal is independent under Nasdaq rules; all committee members are independent .
- Committees and roles:
- Nominating & Governance Committee – Chair .
- Environmental & Social Governance Committee – Member .
- Attendance and engagement: Board met 9 times in 2024; each director attended more than 75% of total Board and applicable committee meetings and all directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of independent directors; defined board structure and annual self‑assessment processes .
- Committee focus areas (relevant to Paschal’s roles):
- Nominating & Governance: Board candidate identification, governance practices, training/onboarding, succession planning, ownership requirements and insider trading compliance .
- ESG Committee: Oversight of environmental stewardship, human capital development, social responsibility, sustainability, and corporate philanthropy; monitors progress on ESG risks/opportunities and related legal/regulatory compliance .
Fixed Compensation
Director compensation structure and Paschal’s pay mix:
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual director cash retainer (non‑chair) | $55,000 | $65,000 (effective June 2024) | Increased in 2024 |
| Committee chair fees (Nominating & Governance) | $10,000 | $10,000 | Paschal is chair |
| Committee member fees (ESG) | $5,000 | $5,000 | Paschal is member |
| Equity grant (annual, paid solely in shares) | $75,000 | $80,000 | Granted June 13, 2024: 2,404 shares to each non‑employee director |
| Director | Fees Earned (Cash) | Stock Awards | Total | Period |
|---|---|---|---|---|
| John Paschal | $68,300 | $75,000 | $143,300 | FY2023 |
| John Paschal | $75,000 | $80,000 | $155,000 | FY2024 |
Performance Compensation
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Performance metrics (e.g., revenue growth, EBITDA, TSR) | No | Non‑employee director compensation comprises cash retainers/committee fees and annual equity grants; no performance‑conditioned director awards disclosed |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Paschal |
| Committee interlocks | In 2023, Paschal served on Compensation Committee through June; Committee remained independent and disclosed no interlocks/insider participation issues |
| Potential interlocks with customers/suppliers | None disclosed; Audit Committee reviews related‑party transactions |
Expertise & Qualifications
- Extensive understanding of steel manufacturing; significant expertise in manufacturing, product design and development, supply chain, and logistics .
- Broad experience with human capital, operations, and governance through hands‑on leadership .
- Board skillset matrix credits him with strategic skills, risk management, financial expertise, and public company board experience categories across the Board’s competency mapping .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| April 11, 2024 | 11,629 | <1% |
| April 10, 2025 | 14,033 | <1% |
- Ownership guidelines: Directors must hold shares equal to 3x annual cash retainer within five years; must retain 100% of net after‑tax shares until guideline met .
- Hedging/pledging: Prohibited for directors; robust insider trading policy in place .
- Pledging disclosure: No pledging disclosed for Paschal .
Governance Assessment
- Strengths:
- Independent director; chairs Nominating & Governance, aligning with governance best‑practice oversight .
- Strong attendance and engagement; Board met 9 times and directors exceeded 75% attendance; all directors attended the Annual Meeting .
- No related‑party transactions involving directors/officers since Jan 1, 2024; Audit Committee oversight of related‑party policy .
- Ownership alignment through annual equity grants and stock ownership/anti‑hedging policies .
- ESG oversight experience as committee member; supports risk management and sustainability integration .
- Watch items:
- Compensation increases (cash retainer and equity grant) in 2024 should be monitored for alignment with service demands and market benchmarks .
- RED FLAGS:
- None disclosed specific to Paschal (no conflicts, no pledging/hedging, no attendance or pay anomalies) .
Notes on sources and scope: All committee roles, independence status, attendance, director compensation, and ownership are extracted from the 2025 and 2024 DEF 14A proxy statements and related governance disclosures. No Form 4 insider transactions for Paschal were presented in the reviewed proxy materials; related‑party transaction reviews found no director‑linked transactions above $120,000 since Jan 1, 2024 .