Margaret Dano
DOUGLAS DYNAMICSAbout Margaret S. Dano
Margaret S. Dano (age 65) is an independent director of Douglas Dynamics (PLOW) serving since 2012; she is a former Honeywell operations executive and has senior manufacturing leadership experience at Avery Dennison, Black & Decker, and GE . Her governance credentials include committee leadership and extensive board service across public and private industrial companies .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Honeywell (Garrett Engine Boosting Systems) | VP, Worldwide Operations | Jun 2002–2005 | Global manufacturing operations leadership |
| Honeywell (Automation & Controls Solutions) | VP, Global Operations | Apr 2002–Jun 2002 | Operations oversight |
| Avery Dennison; Black & Decker; General Electric | Executive/Management roles | n/a | Senior operations and manufacturing roles |
| Superior Industries International (NYSE: SUP) | Chairman (ret.), Lead Director, Director | Director since 2007; Lead Director since 2010; retired as Chairman in 2018 | Board leadership at a public manufacturing company |
| Neenah Paper Inc. (NYSE: NP) | Director; Governance & Compensation Committees | Apr 2015–Jul 2022 | Committee member on governance and compensation |
| Fleetwood Enterprises, Inc. | Director | n/a | Audit, Compensation, Governance committees |
| Anthony International Equipment Services Corp. | Lead Director; Chair, Compensation Committee | n/a | Compensation oversight |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Industrial Container Services (U.S. provider of reusable container solutions) | Lead Director; Compensation Committee Member | Since 2011 (current) | Board leadership and compensation oversight |
Board Governance
- Independence: The Board affirmatively determined Ms. Dano is independent under NYSE rules .
- Years of service: Director since 2012 .
- Committee assignments: Audit Committee member (Audit met 6x in 2024) ; Compensation Committee member (Compensation met 5x) ; Nominating & Corporate Governance Committee Chair (Nominating met 5x) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; the Board met nine times and held nine executive sessions. All directors attended the 2024 annual meeting .
| Governance Metric | 2024 Details |
|---|---|
| Independence status | Independent |
| Board meetings | 9 (executive sessions: 9) |
| Attendance | ≥75% for all directors |
| Committees | Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) |
| Committee meetings (counts) | Audit: 6; Compensation: 5; Nominating: 5 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard for outside directors |
| Committee chair fee (Nominating Chair) | $10,000 | Nominating & Corporate Governance Committee chair fee |
| Total cash earned (2024) | $85,000 | Dano’s cash reported for 2024 |
| Meeting fees | None disclosed | Program structured via retainers |
Performance Compensation
| Equity Component | Shares / Units | Grant Date Fair Value | Vesting / Performance |
|---|---|---|---|
| Annual RSU retainer | 4,142 RSUs | $101,893 | Fully vested; granted at first-quarter Nominating & Corporate Governance Committee meeting; no performance metrics |
- Stock ownership guidelines: Non-employee directors must hold 3x the cash portion of annual retainer; all directors either meet the requirement or have time remaining to comply within five years .
- Clawback: Company maintains SEC/NYSE-compliant clawback for incentive-based compensation (applies to officers) .
- Anti-hedging: Directors and officers prohibited from hedging or monetization transactions in Company securities .
Other Directorships & Interlocks
| Company | Type | Role | Overlap / Potential Interlock |
|---|---|---|---|
| Superior Industries International (NYSE: SUP) | Public | Former Chairman; Lead Director; Director | No disclosed related-party transactions with PLOW |
| Neenah Paper Inc. (NYSE: NP) | Public | Director; Governance & Compensation Committees | No disclosed related-party transactions with PLOW |
| Industrial Container Services | Private | Lead Director; Compensation Committee Member | No disclosed related-party transactions with PLOW |
| Fleetwood Enterprises; Anthony International | Private/Public (historical) | Director; Committee leadership | No disclosed related-party transactions with PLOW |
- Related-party transactions: The Company disclosed no related-party transactions >$120,000 since Dec 31, 2023, and the Audit Committee oversees conflicts .
Expertise & Qualifications
- Manufacturing and global operations executive experience (Honeywell Garrett; Honeywell A&CS) .
- Governance and compensation committee experience across multiple boards; chair experience .
- Qualifications cited by the Company include leadership at publicly traded manufacturing companies and global operations background .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Class |
|---|---|---|
| Margaret S. Dano | 37,998 | <1% (Company table denotation) |
- Shares outstanding at record date: 23,098,441 .
- Ownership guidelines: Non-employee directors 3x cash retainer; Company states each director either meets guideline or has time to comply .
- Pledging/Hedging: Hedging prohibited; pledging not disclosed .
Insider Trades (Section 16 Filings)
| Filing | Date | Type | Link |
|---|---|---|---|
| Form 3 (Initial Statement) | 2012 | Initial beneficial ownership on appointment | |
| Form 4 | 2013 | Changes in beneficial ownership | |
| Form 4 | 2014 | Changes in beneficial ownership | |
| Form 4 | 2023 | Changes in beneficial ownership | |
| Form 4 | 2024 | Changes in beneficial ownership | |
| Form 4 | 2025 | Changes in beneficial ownership | Evidence of 2025 filing noted; see MarketBeat aggregator link |
Note: Director RSU grants (4,142 RSUs; $101,893 fair value) are disclosed in the proxy; Form 4 filings reflect Section 16 reporting of such changes but transaction-level share counts can vary by grant mechanics and timing .
Governance Assessment
- Board effectiveness: Strong independence, multi-committee engagement, and chair role in Nominating & Corporate Governance indicate high governance involvement and ESG oversight .
- Attendance and engagement: At least 75% attendance in a year with elevated Board and committee activity; full Board and independent director executive sessions signal active oversight .
- Compensation alignment: Director pay is retainer-based with an annual fully vested RSU component and ownership guidelines (3x cash retainer), supporting alignment though RSUs lack performance conditions; policy prohibits hedging .
- Conflicts and related-party exposure: Audit Committee oversees conflicts; Company reports no related-party transactions; no pledging disclosed; anti-hedging policy in place .
RED FLAGS
- None disclosed: No related-party transactions; independence affirmed; attendance threshold met; hedging prohibited .
- Considerations: Annual director RSUs are fully vested at grant (no performance conditions), commonly used but provides less performance linkage than PSUs; mitigated by ownership guidelines .
Contextual Governance Signals
- The Company’s Compensation Committee uses an independent consultant (FW Cook) and disclosed a 97% say-on-pay approval in 2024, reflecting broad investor support for pay practices, which indirectly supports overall governance confidence .