Steven Warshaw
About Steven T. Warshaw
Steven T. Warshaw (age 76) is an independent director of Park Aerospace Corp. and has served on the Board since 2004. The Board designates him as an “audit committee financial expert,” reflecting deep finance and operating experience in advanced materials and electronics supply chains . He is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure/Date(s) | Committees/Impact |
|---|---|---|---|
| M Cubed Technologies, Inc. | Chairman, President & CEO | Jul 2002–Oct 2005 | Led advanced ceramics manufacturer for semicap/armor markets . |
| Hexcel Schwebel Division (Hexcel Corp.) | President | Apr 2000–Nov 2001 | Supplier of specialized fabrics to aerospace/PCB; Hexcel Schwebel “was and is” a Park supplier (potential related-party exposure historically, not current) . |
| Photronics, Inc. | SVP, Worldwide Sales & Marketing | Feb 1999–Apr 2000 | Photomasks for semiconductor fabs . |
| Olin Microelectronic Materials (Olin Corp.) | President | Jan 1996–Jan 1999 | Advanced chemicals for electronics; earlier Olin roles included VP Strategic Development & Finance . |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| NN, Inc. (public company) | Director; Chair, Compensation Committee; Member, Audit Committee | 1997–May 2021 | Governance experience across comp/audit functions . |
Board Governance
- Independence and roles: Independent director; Audit Committee Financial Expert; member of Audit, Compensation, Stock Option, Nominating, and Corporate Governance Committees; Chair of Stock Option Committee and Chair of Nominating Committee .
- Attendance and engagement: All directors, including Warshaw, attended >75% of Board/committee meetings in fiscal 2025; Board met 3x with 11 unanimous written consents; Audit 6x; Nominating 1x; Corporate Governance 1x; Compensation 1x; Stock Option 1x; independent directors held 1 executive session . In fiscal 2024, all directors exceeded 75% attendance; Board 10x; Audit 5x; Nominating 1x; Corporate Governance 1x; Compensation 2x; Stock Option 1x; 1 executive session .
- Independence determination: Board affirmed Warshaw meets NYSE independence standards; CEO Brian E. Shore is not independent .
- Shareholder voting signal: Warshaw received 15,169,959 votes for, 822,409 against, 861,178 abstentions (BNV 1,809,497) at the July 22, 2025 annual meeting . In 2024, 16,630,559 for; 1,213,752 against; 3,210 abstentions (BNV 1,118,452) .
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Annual cash fees paid to Warshaw | $29,000 | $30,867 | Includes base and eligible committee retainers; Warshaw not Lead Director. |
| Fee schedule – Base director retainer | $25,000 | $28,000 | Increase YoY. |
| Fee schedule – Lead Independent Director | $7,000 | $10,000 | Not applicable to Warshaw. |
| Fee schedule – Audit Committee member | $2,000 | $2,000 | Applies to Warshaw as Audit Committee member. |
| Fee schedule – Audit Committee Chair | $4,000 | $7,000 | Warshaw is not Audit Chair. |
| Fee schedule – Compensation Committee member | $2,000 | $2,000 | Applies to Warshaw. |
| Reimbursements | Travel expenses reimbursed | Travel expenses reimbursed |
The Company does not grant director stock awards (RSUs/PSUs), non-equity incentives, or deferred comp earnings; directors may receive stock options at the Stock Option Committee’s discretion .
Performance Compensation
| Item | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Option Awards to Warshaw (grant-date fair value) | $10,675 | $11,410 | Valued via Black-Scholes. |
| Option plan terms (applicable to directors) | Exercise price equal to prior-day close; 10-year term; vests 25% per year | Same | Plan mechanics per 2018 Stock Option Plan and 2025 director footnote –. |
| 2025 director grant assumptions | n/a | Risk-free 4.23%; vol 28.74%; dividend yield 3.77%; exercise price $13.26; est. term 8.55 years | Disclosed in 2025 proxy director comp footnote. |
| 2024 director grant assumptions | Risk-free 3.61%; vol 28.50%; dividend yield 3.82%; exercise price $13.08; est. term 8.31 years | n/a |
Performance metrics tied to director pay: None – director equity is time-vested options; the company explicitly does not provide performance-based director equity .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed beyond Park . |
| Prior public company board | NN, Inc. (1997–May 2021), Comp Committee Chair and Audit member . |
| Compensation Committee interlocks | None – all Comp Committee members independent; no cross-board executive interlocks reported . |
| Related-party exposure | Historical: Hexcel Schwebel (a Park supplier) where Warshaw was President in 2000–2001; Company states no transactions with Warshaw in FY2025 or FY2024 . |
Expertise & Qualifications
- Designated Audit Committee Financial Expert by the Board .
- Senior leadership across advanced materials, electronics/semiconductor supply chains, and manufacturing operations (M Cubed, Hexcel Schwebel, Olin, Photronics) .
- Extensive committee leadership experience from prior NN, Inc. board service (Compensation Chair; Audit member) .
Equity Ownership
| Metric | As of Jun 3, 2024 | As of Jun 2, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 22,500 (includes 14,750 shares acquirable via options within 60 days) | 29,500 (includes 18,750 shares acquirable via options within 60 days) |
| Percent of class | <1% | <1% |
| Director stock ownership guideline | Minimum ~1,000 shares; directors elected prior to 2021 satisfy (Warshaw elected 2004) | Minimum 1,000; all pre-2021 directors satisfy |
| Outstanding options at FY end (aggregate) | 23,500 options outstanding at Mar 3, 2024 | 24,000 options outstanding at Mar 2, 2025 |
Governance Assessment
- Board effectiveness: Warshaw is a central governance figure (Chair of Nominating and Stock Option Committees; Audit Committee Financial Expert), supporting oversight of financial reporting, director nominations, and equity plan administration . Attendance thresholds were met, and he serves across key committees .
- Alignment and incentives: Low cash board fees with modest option grants; ownership guideline is minimal but satisfied; beneficial ownership remains <1% of shares outstanding, with a meaningful portion as options exercisable within 60 days .
- Conflicts/related parties: Historical supplier connection (Hexcel Schwebel) is disclosed; Company reports no related-party transactions with Warshaw in FY2024–FY2025, and Board affirms independence .
- Shareholder signals: Warshaw’s election received strong support (2025: 15,169,959 for; 822,409 against) and Say-on-Pay also passed comfortably in 2025 and 2024, suggesting investors’ broad confidence in governance and compensation oversight .
RED FLAGS: None material disclosed for FY2024–FY2025. Monitor concentration of committee leadership (two chair roles) and historical supplier ties; no current transactions disclosed and independence affirmed .