Steven L. Fritze
Otter TailAbout Steven L. Fritze
Steven L. Fritze is an independent director of Otter Tail Corporation, age 71 at the 2025 Annual Meeting, serving since 2013. He is the retired Chief Financial Officer of Ecolab, Inc. (2002–2012), bringing deep finance, control environment, IT systems oversight, investor relations, treasury, tax, shared services, Lean Six Sigma, and M&A experience; he is designated by the Board as an audit committee financial expert. He currently chairs the Audit Committee and serves on the Corporate Governance Committee; independence has been affirmed by the Board for all non-CEO directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab, Inc. | Chief Financial Officer | 2002–2012 | Led public company financial reporting, control environment, IT, IR, treasury, tax, global shared services, Lean Six Sigma; extensive M&A experience. |
| Ecolab, Inc. | SVP Finance | 2001–2002 | Senior finance leadership. |
| Ecolab, Inc. | VP & Controller | 1998–2001 | Corporate controller responsibilities. |
| Ecolab, Inc. | VP & Treasurer (also Acting CIO) | 1995–1998 | Treasury leadership; interim IT oversight. |
| Ecolab U.S. Institutional Division | VP & Controller | 1989–1995 | Division financial controls. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mortenson Construction, Inc. | Director; Audit Committee Chair | 2014–2022 | Chaired audit; governance and oversight. |
| St. Paul and Minnesota Foundation | Director; Audit & Finance Chair | 2013–2021 | Led audit/finance oversight for nonprofit. |
Board Governance
| Committee | Role | 2024 Meeting Count |
|---|---|---|
| Audit Committee | Chair | 5 |
| Corporate Governance Committee | Member | 4 |
- Independence: Board determined all directors except the CEO are independent; no exception disclosed for Fritze.
- Audit committee financial expert: Board designated Fritze as a financial expert; all Audit Committee members are financially literate.
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings and attended the Annual Meeting.
- Board leadership: Separate independent Chairman (Nathan I. Partain) and CEO roles; lead independent director designated only if Chairman is not independent or roles combine.
- Risk oversight: Audit Committee oversees financial reporting, controls, and ethics; meets in executive sessions with internal audit and external auditors.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Director Retainer (cash) | $80,000 | Non-employee director standard retainer. |
| Audit Committee Chair Retainer (cash) | $21,000 | Chair premium for Audit Committee. |
| Fees Earned or Paid in Cash (Fritze total) | $101,000 | Reflects $80,000 base + $21,000 Audit Chair. |
| Meeting Fees | $0 | No meeting fees for Board/standing committees. |
Notes:
- Directors may elect to receive retainers in cash, stock, or a mix; cash paid monthly, stock quarterly.
- Deferred Compensation Plan for Directors was terminated in 2024; no current participation.
Performance Compensation
| Equity Component (2024) | Value/Units | Vesting/Terms |
|---|---|---|
| Annual Restricted Stock Grant (base) | ≈$120,000 | Granted at Annual Meeting; vests 1/3 per year over 3 years; full dividend and voting rights. |
| Additional Restricted Stock per Committee | ≈$10,500 per committee | Each standing committee membership yields additional RS; same 3-year vest schedule. |
| Stock Awards (Fritze total grant-date fair value) | $147,934 | Aggregate RS value recognized in 2024. |
| Restricted Stock Held at FY-end (Fritze) | 3,601 shares | Unvested RS position at 12/31/2024. |
| Options Granted to Directors | None | Company did not award options in last fiscal year. |
No director performance-based metrics are tied to equity; director RS awards are time-vested only.
Other Directorships & Interlocks
| Company/Entity | Public Company? | Interlock/Conflict Note |
|---|---|---|
| Mortenson Construction, Inc. | No | Prior private company directorship; Audit Chair. |
| St. Paul and Minnesota Foundation | No | Nonprofit board; Audit & Finance Chair. |
- No current public company directorships disclosed for Fritze; no related-party transactions disclosed involving Fritze.
Expertise & Qualifications
- Public company CFO experience (Ecolab), with comprehensive oversight of control environment, accounting, disclosures, IT, IR, treasury, tax, shared services, and Lean Six Sigma; significant M&A execution.
- Audit Committee financial expert designation; strong financial literacy and governance credentials.
- Board brings complementary skills across finance, technology, and M&A; Fritze contributes to the Board’s aggregated financial/accounting and technology skill sets referenced in skills matrices.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned (Fritze) | 28,833 | As of 12/31/2024; sole voting/investment power unless noted. |
| Ownership as % of Shares Outstanding | <1% | Board table denotes “*”; 41,827,967 shares outstanding. |
| Restricted Stock Held at FY-end | 3,601 shares | Unvested director RS holdings. |
| Shares Pledged as Collateral | None | No director or officer shares pledged. |
| Director Stock Ownership Guideline | $400,000 | 5× non-chair annual retainer; 5-year compliance window; all existing non-employee directors meet or are within window. |
| Hedging/Pledging Policy | Prohibited | Directors and executives may not hedge or pledge company stock. |
Governance Assessment
Strengths
- Audit chair with CFO-level experience and SEC “audit committee financial expert” qualification enhances financial reporting oversight and internal control rigor.
- Strong independence posture; no disclosed related-party transactions or conflicts involving Fritze; robust policies on hedging/pledging and incentive recovery.
- Clear, shareholder-aligned director pay mix (cash + time-vested equity) with ownership guidelines; Fritze’s equity holdings and non-pledged status support alignment.
- Shareholder support signal: Say-on-Pay approval was 96% in 2024, indicating broad investor confidence in compensation governance.
Watch items
- Age and tenure: Board retirement policy sets expected retirement at first annual meeting following age 72 unless extended; Fritze is 71 in 2025, so potential near-term board refresh considerations.
- Committee workload: Audit chair role carries heightened oversight of evolving disclosure and climate reporting; continued monitoring of committee capacity is prudent.
RED FLAGS
- None observed: No pledging, no hedging, no director options or repricing, and no related-party transactions disclosed involving Fritze.