Carl Smith
About Carl W. Smith
Carl W. Smith, age 77, has served as an independent director of Park Aerospace Corp. since July 2015. He brings decades of aerospace advanced composite materials manufacturing and operations leadership, including prior executive roles at Fiberite/Cytec and Park, and consulting work for Park’s Newton, Kansas composite materials operations (2009–2012). The Board has determined Smith is “independent” under NYSE standards. His tenure includes service as Audit Committee Chair and membership on multiple governance committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park Aerospace Corp. | Vice President, Advanced Composite Operations | 2006–2007 | Led composite operations; deep manufacturing oversight |
| Park Aerospace Corp. | Vice President of Operations; COO, Nelco International (wholly-owned subsidiary) | Apr 1998–May 1999 | Operational leadership across subsidiaries |
| Park Aerospace Corp. | Senior Vice President, North American Operations | May 1999–Mar 2000 | Oversaw regional operations |
| Park Aerospace Corp. | Consultant to aerospace composite materials/structures (Newton, KS) | 2009–2012 | Provided technical/manufacturing guidance |
| Reinhold Industries, Inc. | Assistant to CEO (aircraft composite seat mfg., FAA laminate certification) | 2004–2007 | Compliance/FAA certification support |
| Samuel Bingham Enterprises, Inc. (Reinhold subsidiary) | Chief Executive Officer | 2000–2004 | Led manufacturing of rubber/urethane rolls |
| Fiberite, Inc. (ICI Composites parent) | President & COO | 1995–1997 | Led leading composite materials company prior to Cytec acquisition |
| Cytec Fiberite, Inc. | Vice President, Operations | 1997–1998 | Post-acquisition operational leadership |
| Martin Marietta; General Dynamics Convair; Composite Optics | Technical positions | 1976–1983 | Early technical roles in aerospace |
External Roles
- No current public company directorships disclosed for Smith in the latest proxy.
- Prior operating roles at Fiberite/Cytec and Reinhold/Samuel Bingham were executive/operational, not board directorships.
Board Governance
- Committee assignments: Audit Committee Chair; member of Compensation, Stock Option, Nominating, and Corporate Governance Committees; Audit Committee includes an SEC-designated financial expert (Warshaw).
- Independence: Board determined Smith (and other non-management directors) are independent under NYSE standards.
- Attendance and engagement: In FY2025, Board met 3 times; Audit 6; Nominating 1; Corporate Governance 1; Compensation 1; Stock Option 1; independent directors held 1 executive session. Each director attended >75% of meetings of Board and committees.
- Lead Independent Director framework in place; Blanchfield retiring July 22, 2025; role elected annually by independent directors and presides over executive sessions.
- Shareholder support: Election vote counts (For/Against/Abstain) for Smith—2025: 15,775,930/216,148/861,468; 2024: 17,293,472/549,840/4,209.
Fixed Compensation
| Metric | FY2024 (Feb 27, 2023–Mar 3, 2024) | FY2025 (Mar 4, 2024–Mar 2, 2025) |
|---|---|---|
| Director annual cash retainer (non-employee) | $25,000 | $28,000 |
| Audit Committee Chair fee | $4,000 | $7,000 |
| Compensation Committee member fee | $2,000 | $2,000 |
| Lead Independent Director premium (not applicable to Smith) | $7,000 | $10,000 |
| Carl W. Smith – Fees Earned/Paid in Cash | $31,000 | $34,734 |
Notes:
- Park does not provide director RSUs/PSUs, non-equity incentive plan compensation, or non-qualified deferred comp earnings; directors are reimbursed for travel expenses.
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Carl W. Smith – Option Awards (grant-date fair value) | $10,675 | $11,410 |
| Exercise price of granted options | $13.08 | $13.26 |
| Valuation assumptions (risk-free rate, vol, dividend, term) | 3.61%; 28.50%; 3.82%; 8.31 yrs | 4.23%; 28.74%; 3.77%; 8.55 yrs |
| Outstanding stock options held by Smith (end of FY) | 28,000 shares (3/3/2024) | 31,500 shares (3/2/2025) |
- Performance metrics linked to director compensation: None disclosed; director equity is via stock options at the discretion of the Stock Option Committee (no performance vesting).
Other Directorships & Interlocks
- Compensation Committee interlocks: All members independent; note that Smith was a prior employee (pre-2007) and consultant (pre-2012); no current insider participation interlocks disclosed.
- Related-party transactions: None with Smith in FY2025 and FY2024; no family relationships among nominees and executive officers.
Expertise & Qualifications
- Aerospace composites manufacturing leader with FAA laminate certification experience; former President/COO of Fiberite and VP Operations at Cytec Fiberite post-acquisition.
- Deep Park operational experience across VP Ops, SVP North American Ops, and later Advanced Composite Operations; consulting support for Newton, KS composites.
- Committee leadership: Multi-year Audit Committee Chair, indicating financial literacy and oversight depth (Warshaw designated financial expert complements committee).
Equity Ownership
| Date (as of) | Beneficial Ownership (shares) | Exercisable Options within 60 days | Direct/Other Shares | % of Class |
|---|---|---|---|---|
| June 3, 2024 | 20,250 | 19,250 | 1,000 | <1% |
| June 2, 2025 | 27,250 | 26,250 | 1,000 | <1% |
- Director stock ownership guideline: Minimum ~1,000 shares; directors elected prior to 2021 satisfy the guideline (Smith qualifies).
- Shares pledged/hedged: No pledging/hedging disclosures noted for Smith.
Director Compensation Structure Analysis
- Year-over-year cash shift: Base retainer increased to $28,000 (from $25,000); Audit Chair fee increased to $7,000 (from $4,000); Compensation Committee member fee unchanged ($2,000). Smith’s cash fees rose to $34,734 (from $31,000).
- Equity mix: Continued use of stock options; no RSUs/PSUs; option grant fair values modestly higher with slightly higher risk-free rate and term assumptions; no performance-conditioned equity for directors.
- Guaranteed vs at-risk: Majority of director pay is fixed cash fees plus time-vested options; absence of performance metrics reduces pay-for-performance linkage for directors (typical market practice, but noteworthy).
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation (Say-on-Pay): FY2025—For 15,280,545; Against 707,552; Abstain 865,449; Broker non-votes 1,809,497.
- FY2024—For 17,252,938; Against 585,945; Abstain 8,638; Broker non-votes 1,118,452.
- Director election support: Smith received 15,775,930 For in 2025 and 17,293,472 For in 2024.
Insider Trades
- Form 4 filings (2024–2025) for Smith: None found in the period queried. [ListDocuments—Form 4: 0 results]
Governance Assessment
-
Positives:
- Long-tenured Audit Committee Chair with broad aerospace manufacturing expertise; Board affirms independence.
- Strong meeting attendance; structured executive sessions led by Lead Independent Director; committee charters publicly available.
- Shareholders consistently support his election.
-
Considerations/Watchpoints:
- Combined CEO/Chair structure persists; mitigated by Lead Independent Director role but remains a governance concentration point.
- Director equity is entirely options without performance conditions, limiting explicit pay-for-performance linkage at board level (common practice but note for alignment analysis).
- Prior employment/consulting relationship with Park through 2012 acknowledged; Board still deems him independent; monitor for any future related-party exposure (none disclosed in FY2024–FY2025).
-
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, legal proceedings, or compensation repricing for directors during the period reviewed.