John M. Holland
OPTICAL CABLEAbout John M. Holland
Independent director of Optical Cable Corporation (OCC), age 79, serving since 1996. Founder of Holland Technical Services (manufacturing software and automation consulting) and President of Equine Welfare Alliance; previously co-founded and led Cybermotion, Inc. and earlier worked at ITT’s Electro-Optics Product Division on early fiber optic systems and automated manufacturing systems. Holds numerous patents in fiber optics and robotics and authored three books, including “Designing Autonomous Mobile Robots – Inside the Mind of an Intelligent Machine.” The Board affirms his independence under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Optical Cable Corporation | Director | Director since 1996 | Nominating & Corporate Governance Committee member; contributes fiber optics and automated manufacturing expertise |
| Cybermotion, Inc. | President; Co-founder | Not disclosed | Robotics/automation leadership |
| ITT Electro-Optics Product Division | Engineer (fiber optics, manufacturing automation) | Not disclosed | Early fiber optic systems; automated manufacturing systems experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Holland Technical Services | Principal & Founder | Founded 2002 | Manufacturing-focused software and automation consulting |
| Equine Welfare Alliance | President | Not disclosed | Non-profit umbrella org. (~300 member organizations) |
| Public company boards | — | — | None disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director per Nasdaq/SEC standards |
| Committees | Nominating & Corporate Governance Committee (member) |
| Committee chairs | NCGC chaired by Randall H. Frazier (Holland is not chair) |
| Meeting attendance | Board held 6 meetings in FY2024; all directors attended at least 75% of Board and committee meetings; all directors attended last annual meeting |
| Committee meeting frequency | NCGC met once; Compensation met three times; Audit met four times in FY2024 |
| Board leadership | Combined Chair/CEO; no Lead Independent Director (Board deems a lead director unnecessary given company size and majority-independent composition) |
| 2025 Director Election Votes | For | Withheld |
|---|---|---|
| John M. Holland | 3,930,042 | 525,664 |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash retainers earned | $48,000 | Consistent with $45,000 Board retainer + $3,000 NCGC member retainer |
| Standard retainer schedule | $45,000 Board; $6,250 Audit member; $5,000 Compensation member; $3,000 NCGC member; Chair adders: $4,750 Audit, $4,500 Compensation, $4,250 NCGC | Paid quarterly; includes meeting attendance |
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value (GAAP) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Director stock award (OCC 2017 Plan) | May 17, 2024 | 9,990 | $27,473 | Time-based vesting on May 18, 2025 | None (director awards vest based on time; performance goals are used for employee awards) |
Additional plan features relevant to directors:
- Minimum one-year vesting for awards; dividends prohibited on restricted shares until restrictions lapse; repricing of options/SARs prohibited without shareholder approval .
- Change-in-control: if awards are not assumed/continued, non-option awards (e.g., restricted stock) immediately vest; performance awards pay based on actual performance to date .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks or competitor/customer overlaps disclosed |
Expertise & Qualifications
- Fiber optics systems engineer; experience designing earliest fiber optic systems; deep expertise in automated manufacturing systems relevant to OCC’s operations .
- Robotics/automation entrepreneur (Cybermotion co-founder/President); author and patent holder in fiber optics and robotics .
- Governance competency via NCGC service; majority-independent board structure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested (Subject to Forfeiture) |
|---|---|---|---|
| John M. Holland | 140,963 | 1.7% | 9,990 |
Notes:
- No options, warrants, SARs outstanding at the company as of Oct 31, 2024; equity awards are primarily restricted shares .
- Director ownership policy requires accumulation and retention of minimum values and retention of minimum percentages of granted shares to ensure “wealth at risk” alignment; numeric thresholds for directors not specified in proxy .
- No pledging or hedging disclosures for Holland; none noted in beneficial ownership footnotes .
Governance Assessment
Strengths:
- Long-tenured independent director with directly relevant fiber optics and manufacturing automation expertise; contributes to NCGC (governance oversight) .
- Clear alignment via annual director equity awards (time-based vesting) and director ownership/retention policy .
- Attendance commitment: Board/committee attendance ≥75%; full annual meeting participation .
Watch items:
- Combined Chair/CEO with no Lead Independent Director; while justified by company size, some investors may view lack of a lead director as a governance risk; continued strong committee leadership and executive session practices are important mitigants .
- Election support was solid but not unanimous (525,664 withheld vs. 3,930,042 for); monitor future vote trends for engagement signals .
Compensation structure:
- Cash vs. equity mix modest (~64% cash / 36% equity for FY2024 total $75,473), consistent with targeting ~25th percentile of a revenue-based peer group for non-employee directors; equity intended to align financial interests with shareholders .
- Director equity grants are formulaic under a timing policy using 20-day average price; 2024 grants used a higher average price, reducing share count (shareholder-friendly dilution control) .
Related-party/conflict checks:
- No related-party transactions involving Holland disclosed; only a minor sale to director Frazier at fair value ($720) was noted .
Shareholder sentiment context:
- 2025 say-on-pay approved (4,067,585 for; 343,931 against; 44,190 abstain; broker non-votes 1,086,612) .
- 2024 say-on-pay approval was 92.2% of votes cast, indicating broad support for compensation practices (context for overall governance climate) .
RED FLAGS: None specific to Holland disclosed (no pledging, no related-party transactions, acceptable attendance). Structural concern remains combined Chair/CEO without a lead independent director .