Donald Sturdivant

About Donald W. Sturdivant

Donald W. Sturdivant, 64, is an independent director of Douglas Dynamics (PLOW) who has served on the Board since 2010 and has been the Lead Independent Director since 2023. He is an operating partner at TruArc LLC (since Dec 2021), previously an operating partner at Snow Phipps Group (predecessor to TruArc) from Sep 2016–Dec 2021, and formerly CEO of FleetPride (Mar 2015–Jun 2016) and Marietta Corporation (2009–2015). His earlier career included COO at Altivity Packaging and division president roles at Graphic Packaging International and Fort James; he holds an MBA from the Florida Institute of Technology and a B.S. from the University of Maine, and served as a Chemical Corps Officer in the U.S. Army.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Sturdivant has no material relationship with the Company and is independent under NYSE standards.
• Lead Independent Director: Serving since 2023; responsibilities include presiding over executive sessions, acting as liaison with the Chair, approving agendas/meeting schedules/information flow, calling meetings of independent directors, and being available for direct communication with major stockholders.
• Attendance and Engagement (2024): Board held 9 meetings; non‑management directors held 9 executive sessions; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
• Committee Memberships (2024):
  • Audit Committee: Member; 6 meetings; all members independent; Audit Committee financial experts designated are Akolawala and Krueger.
  • Compensation Committee: Member; 5 meetings; all members independent.
  • Nominating & Corporate Governance Committee: Member; 5 meetings; chaired by Dano; oversees director recruitment, independence assessments, director compensation review, ESG oversight, and compliance.
• Audit oversight involvement: Listed as a signatory in the Audit Committee Report recommending inclusion of audited financials in the 2024 10‑K.

Fixed Compensation (Director)

• 2024 Director Pay Structure: $75,000 annual cash retainer; $110,000 additional retainer in the form of fully vested RSUs; $25,000 additional cash retainer for the Lead Independent Director; committee chair retainers (Audit $15,000; Compensation $12,500; Nominating & Corp Gov $10,000); Board Chair retainer $75,000; no meeting fees; annual RSU grants made at the first‑quarter Nominating & Corporate Governance Committee meeting under the 2024 Stock Plan.
• 2024 Actuals for Sturdivant: | Name | Fees Earned or Paid in Cash | Stock Awards (Grant‑date FV) | Total | |---|---:|---:|---:| | Donald W. Sturdivant | $100,000 | $101,893 | $201,893 |

Note: Each outside director received 4,142 RSUs; awards are fully vested upon grant (ASC 718 grant‑date fair value as disclosed).

Performance Compensation (Committee Oversight Context)

• Non‑employee director equity is not performance‑based (fully vested RSUs); no options were reported for directors in 2024.
• Executive incentive design (overseen by the Compensation Committee on which Sturdivant serves):
  • Annual Incentive Plan (2024): Metrics included Adjusted Operating Income (50% weighting), Free Cash Flow (30%), and EBITDA margin (added in 2024).
  • Long‑Term Incentives (2024 NEOs): Mix adjusted to 50% PSUs / 50% RSUs (vs. 60/40 in 2023); PSUs earned on Adjusted EPS and RONA, each weighted 50%, measured separately for each year 2024–2026 with a ±25% relative TSR modifier vs. S&P SmallCap 600 Industrials.
• 2024 AIP Metrics and Outcomes (disclosed detail): | Metric | Threshold | Target | Actual/Result | Notes | |---|---:|---:|---:|---| | Adjusted Operating Income (Consolidated) | — | $75.2m | $70.5m | AOP payout component resulted in 32.8% of base salary (reflecting 50% weighting) | | Free Cash Flow | $21.1m | $32.0m | $50.0m (adjusted to exclude $16.7m sale‑leaseback impact) | Target payout equals 22.5% of base salary at target based on 30% weighting | | EBITDA Margin | Not disclosed | Not disclosed | Not disclosed | Metric added for 2024; specific targets not provided in excerpt |

Other Directorships & Interlocks

• Current public company directorships beyond PLOW: None disclosed for Sturdivant.
• Compensation Committee interlocks: None; no officer/employee service by committee members and no reciprocal board/comp committee relationships with PLOW executives.

Expertise & Qualifications

• Manufacturing and operations leadership across packaging, industrial distribution, and consumer products; multiple CEO roles.
• Private equity operating partner experience with TruArc and Snow Phipps, including portfolio chair roles.
• Academic credentials: MBA (Florida Institute of Technology), B.S. (University of Maine); prior U.S. Army Chemical Corps Officer.
• Board leadership: Lead Independent Director since 2023; prior chair of PLOW’s Compensation Committee (noted in rationale for LID selection).

Equity Ownership

• Stock ownership guidelines: Non‑employee directors are expected to hold stock equal to 3x the cash portion of the annual retainer within five years; directors either meet the requirement or have time remaining to comply.
• Policies: Anti‑hedging policy prohibits directors from hedging or monetization transactions in Company stock.

Governance Assessment

• Board effectiveness and engagement: Independent LID with explicit shareholder‑facing responsibilities; board and committee attendance thresholds met; frequent executive sessions (9 in 2024).
• Committee coverage: Member of Audit, Compensation, and Nominating & Corporate Governance; all committees composed of independent directors; Audit Committee financial experts designated (Akolawala, Krueger).
• Pay and alignment signals: Director pay balanced between cash and equity; equity is in the form of fully vested RSUs (not performance‑based); stock ownership guidelines in place; anti‑hedging policy enhances alignment.
• Shareholder feedback: 2024 Say‑on‑Pay approval exceeded 97%, and the committee maintained program structure in response.
• Conflicts/related‑party exposure: Board maintains a related‑person transactions policy overseen by the Audit Committee; no transactions since Dec 31, 2023 involving directors/officers >$120,000 were disclosed.