Craig H. Weber
OPTICAL CABLEAbout Craig H. Weber
Independent director at Optical Cable Corporation (OCC) since 2002; age 65. Former CEO and President of Home Care Delivered, Inc. (Jan 2014–Sep 2019) with prior senior finance, legal and operating roles; holds an MBA (William & Mary), JD (University of Virginia), and BA (Cornell). Designated OCC Audit Committee Financial Expert; Board has determined he is independent under Nasdaq and SEC rules. Tenure marked by dual committee chair roles and consistent attendance (≥75%) in FY2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home Care Delivered, Inc. | Chief Executive Officer & President | Jan 2014–Sep 2019 | Led national home medical supplies firm; board oversight and executive management |
| Home Care Delivered, Inc. | Chief Financial Officer & EVP/Corporate Development | 2008–2010 | Finance and corporate development leadership |
| Home Care Delivered, Inc. | Chairman of Audit, Compensation, and Independent Committees | 2012–Dec 2013 | Chaired key board committees prior to CEO role |
| Business & technology consulting company | Chief Executive Officer | Not disclosed | Operating and technology advisory leadership |
| Document imaging technology company | President | Not disclosed | Technology operations leadership |
| National real estate brokerage (internet-based) | Chief Operating Officer | Not disclosed | Operations leadership |
| National distributor of pharmaceuticals & other products | VP–Business Development and chief legal, HR & admin officer | Not disclosed | Multi-functional leadership across legal, HR, admin |
| McGuireWoods; Sullivan & Cromwell | Corporate lawyer (Partner/Associate) | 12 years | Specialization in corporate finance, M&A, banking, corporate matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Home Care Delivered, Inc. | Director | Apr 2012–Apr 2021 | Chaired Audit, Compensation, Independent Committees (2012–Dec 2013) |
No current public company directorships disclosed.
Board Governance
- Committees: Audit (Chair; Financial Expert), Compensation (Chair); not on Nominating & Corporate Governance Committee. Audit met 4x and Compensation met 3x in FY2024; Board met 6x; Weber attended at least 75% of Board/committee meetings and all directors attended the last annual meeting.
- Independence: Board determined Weber is independent under Nasdaq/SEC standards; Audit and Compensation Committees comprised solely of independent directors.
- Audit leadership: Audit Committee charter (amended Sept 9, 2021) governs oversight of financial reporting, internal controls, compliance, and external audit; Weber signed the Audit Committee Report.
- Board structure: Combined Chair/CEO, no lead independent director; mitigated by independent committee chairs (including Weber) and majority independent board composition.
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Board annual cash retainer | $45,000 | |
| Audit Committee membership retainer | $6,250 | |
| Compensation Committee membership retainer | $5,000 | |
| Audit Committee Chair retainer | $4,750 | |
| Compensation Committee Chair retainer | $4,500 | |
| Total cash retainers earned (FY2024) | $65,500 | |
| Director stock award (grant date) | 9,990 shares granted May 17, 2024 | |
| Vesting schedule | Time-based vesting on May 18, 2025 (one-year vest) | |
| Grant-date fair value | $27,473 (FASB ASC 718) | |
| Total director compensation (FY2024) | $92,973 (cash + equity) |
Methodology/Policy notes:
- Director equity awards are issued under OCC’s 2017 Stock Incentive Plan and typically sized using the average closing price over the 20 trading days preceding the first business day after April 1; FY2024 director grants used this method and vested over one year.
- Non-employee directors receive stock awards (not options); equity is a significant portion of annual compensation to align interests with shareholders.
Performance Compensation
| Metric | Director Applicability | Vesting/Terms | Source |
|---|---|---|---|
| Performance-based metrics (e.g., EBITDA, gross profit growth, TSR) | Not applied to director grants | Directors receive time-vested stock awards (one-year vest) |
Note: OCC’s employee/executive restricted stock awards vest on multi-year performance goals (currently gross profit growth); non-employee director awards are time-based, with no disclosed performance conditions.
Other Directorships & Interlocks
| Company | Sector | Relationship | Potential Interlock/Conflict |
|---|---|---|---|
| Home Care Delivered, Inc. | Medical supplies (private) | Former director, former CEO | No OCC-related transactional ties disclosed |
No public company directorships or disclosed interlocks with OCC competitors/suppliers/customers.
Expertise & Qualifications
- Financial, legal, and operational expertise across corporate finance, M&A, banking, and executive leadership; designated Audit Committee Financial Expert.
- Education: MBA (William & Mary), JD (University of Virginia), BA (Cornell).
- Board qualifications emphasize entrepreneurial, financial and legal background, and public company experience.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 219,210 shares | 2.7% of class |
| Ownership % of outstanding | 2.7% | Based on 8,220,344 shares outstanding (record date Jan 24, 2025) |
| Unvested (restricted) shares | 9,990 shares | Director award vesting May 18, 2025 |
| Vested shares (implied) | 209,220 shares | Total minus unvested |
| Open-market purchases | 57,625 shares | Accumulated over time |
| Warrants exercised | 7,500 shares | Acquired via warrant exercise |
| Shares pledged as collateral | None disclosed | No pledging noted in proxy footnotes |
| Director ownership policy | Exists; requires accumulation and retention minimums | Equity Ownership and Retention Policy for Non-Employee Directors (details not quantified in proxy) |
Governance Assessment
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Strengths:
- Dual committee chair (Audit and Compensation) with Audit Committee Financial Expert designation enhances oversight of financial reporting, internal controls, and pay practices.
- Independence affirmed; majority independent board and independent committee leadership.
- Active engagement and attendance (≥75% of Board/committee meetings; Board met 6x; Audit 4x; Compensation 3x).
- Alignment via meaningful share ownership (2.7% of class) including open-market purchases; director equity awards are a significant portion of annual pay.
- Shareholder support: Say-on-pay received 92.2% approval in 2024—supports confidence in compensation governance.
-
Watch items / potential red flags:
- Combined CEO/Chair and no lead independent director; mitigated by independent committee chairs and majority independent composition, but remains a structural governance consideration.
- No explicit disclosure of director-specific ownership guideline multiples or compliance status for Weber (policy exists, detail not quantified).
- No related-party transactions involving Weber disclosed; ongoing monitoring remains prudent.
-
Compensation benchmarking:
- Independent consultant utilized; revenue-based peer group (12 peers + OCC); director compensation targeted ~25th percentile; supports conservative cash pay, equity used for alignment.
-
Policies supporting investor alignment:
- 2017 Plan prohibits option repricing and liberal recycling; requires minimum one-year vesting; director awards time-vest over one year.
- Clawback policy adopted Nov 30, 2023 for executive incentive-based compensation (executive-focused).
Overall, Weber’s independence, committee chairmanships, financial expertise, and equity ownership strengthen board effectiveness and investor confidence, with the combined Chair/CEO structure noted as a governance risk mitigated by independent committee leadership.