John A. Nygren
OPTICAL CABLEAbout John A. Nygren
Independent director of Optical Cable Corporation (OCC) since 2016; age 76. Former President and CEO of ChemTreat, Inc., where he led significant growth culminating in the sale to Danaher for $436 million in 2007; earlier technical and leadership roles at Hercules Inc. and Drew Chemical. B.S. in Chemical Engineering from Cornell University; author of numerous water treatment papers and holder of several patents; member of AIChE and NACE; served on Virginia Commonwealth University’s School of Chemical Engineering and Life Sciences external advisory board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChemTreat, Inc. | President (1990), President & CEO (2000–2010) | 1990–2010 | Architected core technologies; drove growth leading to $436M sale to Danaher in 2007 |
| Hercules Inc. | Technical Service Manager | 1973–1976 | Industrial water treatment expertise |
| Drew Chemical Corporation | R&D Group Leader | 1971–1973 | Chemical engineering R&D leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virginia Commonwealth University (School of Chemical Engineering and Life Sciences) | External Advisory Board Member | Not disclosed | Academic advisory engagement |
| AIChE; NACE | Professional Affiliations | Ongoing | Industry memberships |
Board Governance
- Independence: Board determined Nygren is independent under Nasdaq and SEC rules .
- Committee memberships and chairs:
- Audit Committee: Member; committee met 4 times in FY2024; chair and “financial expert” is Craig H. Weber .
- Compensation Committee: Member; committee met 3 times; chair is Craig H. Weber .
- Nominating & Corporate Governance Committee: Member; committee met once; chair is Randall H. Frazier .
- Attendance and engagement:
- Board meetings: 6 in FY2024; each director attended at least 75% of Board and committee meetings on which they served; all directors attended the last annual meeting .
- Board leadership: Combined Chairman/CEO; Board has not appointed a Lead Independent Director, citing company size and majority-independent composition .
- Risk oversight: Committees report to full Board; Audit meets in executive session with auditors and counsel regularly; Compensation oversees human capital and pay risk .
Fixed Compensation
| Item | FY2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $45,000 | Paid quarterly; includes meeting attendance |
| Audit Committee Member Retainer | $6,250 | Member fee (Nygren not chair) |
| Compensation Committee Member Retainer | $5,000 | Member fee |
| Nominating & Corporate Governance Committee Member Retainer | $3,000 | Member fee |
| Cash Retainers Earned (Total) | $59,250 | Sum of retainers earned FY2024 |
Performance Compensation
| Grant Date | Award Type | Shares Granted | Vesting | Fair Value at Grant |
|---|---|---|---|---|
| May 17, 2024 | Director Stock Award (Restricted Stock) | 9,990 shares | Time-based; vests May 18, 2025 | $27,473 (ASC 718) |
- Director equity is time-vesting (one-year) under the 2017 Plan; directors are responsible for tax withholding at vest; may “net vest” or pay cash to retain all shares .
- Equity grant sizing follows the Timing Policy (20-day average closing price preceding early April) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed for Nygren in OCC’s proxy |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | VCU external advisory board |
| Interlocks/conflicts | None disclosed for Nygren; one small transaction disclosed with another director (Frazier) only |
Expertise & Qualifications
- Deep manufacturing/industrial operations leadership; scaled ChemTreat with technology-led growth; M&A execution (Danaher sale) .
- Technical credentials in chemical engineering; patents and publications in water treatment; professional affiliations (AIChE, NACE) .
- Board-relevant skills: sales leadership, technology commercialization, manufacturing systems, risk oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 86,790 |
| Percent of shares outstanding | 1.1% |
| Unvested restricted shares (as of Jan 24, 2025) | 9,990 |
| Shares acquired in open-market purchases | 10,888 |
| Holding structure | All shares held jointly with spouse (shared voting/investment power) |
| Pledging/hedging | No pledging disclosed in beneficial ownership section |
| Director ownership policy | Non-employee directors must accumulate and retain a minimum value of OCC shares; retention requirements apply to awards; policy posted on OCC website |
Governance Assessment
- Alignment and independence: Nygren is independent, multi-committee member, and meets attendance policy; annual director equity grants and ownership/retention policy support alignment with shareholders .
- Committee effectiveness: Participation across Audit, Compensation, and Nominating committees strengthens oversight; Audit conducts regular executive sessions with auditors; Compensation oversees pay risk and administers equity plans that prohibit repricing and use minimum vesting .
- Compensation structure: Director pay mix balances cash retainers with equity (time-vested RS) to promote alignment; FY2024 total of $86,723 for Nygren reflects modest scale consistent with OCC’s size .
- Ownership signal: 1.1% beneficial stake, with documented open-market purchases and unvested RS, indicates skin-in-the-game; joint holding structure noted .
- Shareholder feedback: Executive say-on-pay received 92.2% approval in 2024, a positive governance signal for overall compensation practices .
- Consultant independence: Compensation consultant engaged in FY2023; Compensation Committee determined no conflict; consultant also assists OCC with 401(k) and D&O insurance—monitor for potential perceived conflicts despite Committee’s independence assessment .
- Board leadership risk: Combined Chair/CEO with no Lead Independent Director—Board cites company size and majority-independent composition; investors may view lack of a lead independent as a governance caution, though independent chairs of all key committees and majority-independent Board partially mitigate .
- Related-party transactions: No related-party transactions disclosed involving Nygren; minor transaction disclosed with another director (Frazier, $720) at fair market value .
RED FLAGS: Absence of a Lead Independent Director under combined Chair/CEO structure may be viewed negatively by some investors; continued monitoring warranted for consultant’s multiple mandates even though Committee assessed no conflict .