Randall H. Frazier
OPTICAL CABLEAbout Randall H. Frazier
Independent director of Optical Cable Corporation (OCC) since 1996; age 73. President of River Acceptance, LLC (recycling solutions for used/obsolete electronics); earlier a senior chemist at E. I. du Pont de Nemours and Company. Holds a bachelor’s degree in chemistry from Virginia Military Institute. The Nominating Committee highlights his manufacturing, chemical/engineering, and entrepreneurial background as beneficial to OCC’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E. I. du Pont de Nemours and Company | Senior Chemist | Not disclosed | Technical/chemical expertise leveraged for manufacturing oversight |
| Various chemical/engineering businesses | Self-employed operator | Not disclosed | Entrepreneurial/manufacturing experience cited by Nominating Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| River Acceptance, LLC | President | Current (not dated) | Provides recycling solutions for used/obsolete electronic devices |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Board determined Mr. Frazier is independent (Nasdaq/SEC standards) |
| Committees | Audit (member), Compensation (member), Nominating & Corporate Governance (member and Chair) |
| Committee chairs | NCGC Chair: Frazier; Audit Chair: Weber; Compensation Chair: Weber |
| Meetings/attendance | Board met 6 times in FY2024; each director attended ≥75% of Board/committee meetings; all directors attended last annual meeting |
| Board leadership | Combined CEO/Chair; no Lead Independent Director (Board deems LID not necessary given size/structure) |
| Executive sessions | Audit Committee meets regularly with auditors in executive session and holds member-only sessions |
| Director equity ownership policy | Non-employee directors must accumulate/retain OCC shares per Board policy to align interests (policy posted; thresholds not quantified in proxy) |
Fixed Compensation (Director)
| Component | Program Terms (FY2024 Board Year) | Mr. Frazier – FY2024 Amount |
|---|---|---|
| Board annual cash retainer | $45,000 | Included in total cash |
| Committee membership retainers | Audit $6,250; Compensation $5,000; Nominating & Corporate Governance $3,000 | Included in total cash |
| Committee chair retainer | NCGC Chair $4,250 | Included in total cash |
| Equity award | Stock award granted May 17, 2024 for 9,990 shares; time-vests May 18, 2025 | Grant fair value $27,473; vest 1 year |
| Total FY2024 compensation | — | Cash: $63,500; Stock awards: $27,473; Total: $90,973 |
Additional program mechanics:
- Director stock award sizing references 20-trading-day average price around early April; awards typically granted after annual meeting; director awards vest over one year .
- Subsequent event: on May 2, 2025, restricted stock awards totaling 36,228 shares were granted to all non-employee directors (aggregate), vesting over one year .
Performance Compensation
- Non-employee director equity is time-vested restricted stock; no performance metrics apply to director compensation. Minimum one-year vesting applies under the 2017 Plan; dividends not paid on restricted shares until restrictions lapse .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in OCC’s proxy biography |
| Prior public company boards | Not disclosed |
| Private/other roles | President, River Acceptance, LLC (private) |
| Potential interlocks with OCC counterparties | None disclosed |
Expertise & Qualifications
- Technical/industry: Chemistry and manufacturing processes; prior DuPont experience; experience across chemical/engineering ventures .
- Entrepreneurial/operations: Self-employed in multiple businesses; leadership of recycling-focused enterprise .
- Governance: Long-serving independent director; chairs Nominating & Corporate Governance Committee; member of Audit and Compensation Committees .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (Jan 24, 2025) | 82,814 shares; 1.0% of class |
| Unvested restricted shares (included above) | 9,990 shares (director award granted May 17, 2024; vests May 18, 2025) |
| Pledged/hedged shares | Not disclosed in proxy |
| Ownership policy (directors) | Accumulate and retain a minimum value of OCC shares; retention requirements to align interests (policy on OCC website) |
Governance Assessment
- Strengths
- Independent status with multi-committee service (Audit, Compensation, and Chair of NCGC) indicates central role in oversight .
- Solid engagement: ≥75% attendance; all directors attended last annual meeting .
- Alignment: Regular one-year director equity grants; formal director ownership/retention policy .
- Compensation practices for directors are modest and targeted near 25th percentile of peer group per program design; equity awards structured to be less dilutive than options and with minimum vesting .
- Watch items / potential red flags
- Combined CEO/Chair with no Lead Independent Director may raise independence/oversight concerns for some investors despite small board context .
- Long tenure (director since 1996) can prompt board refreshment considerations, balanced by institutional knowledge .
- Related-party transaction: OCC sold items to Mr. Frazier at fair market value for $720 in FY2024; de minimis but should be monitored for pattern/frequency .
- Insider concentration: Employees and directors collectively held ~36.9% of shares outstanding as of Jan 24, 2025, which increases alignment but can influence governance outcomes .
Notes on Broader Compensation & Shareholder Signals (Context)
- Say-on-pay support was 92.2% at the 2024 annual meeting, suggesting broad investor acceptance of compensation governance (executive program) .
- 2017 Stock Incentive Plan features shareholder-friendly terms (no option repricing, minimum vesting, dividend restrictions; non-liberal recycling), and director awards are a significant but measured component of director pay .
Overall, Mr. Frazier is an engaged, long-tenured independent director with chair responsibilities on NCGC and membership on Audit and Compensation. Key governance considerations include the absence of a Lead Independent Director under a combined Chair/CEO structure and a minor related-party transaction disclosed in FY2024 .