Michael E. Gibbons
About Michael E. Gibbons
Independent director of Preformed Line Products (PLPC), age 72, serving since 2008; he chairs the Audit Committee and sits on the Compensation Committee, and is designated the Board’s “audit committee financial expert.” His background is in investment banking: early career at McDonald & Company (general partner, SVP), later President & CEO of a regional securities and investment banking firm, and founder of Brown Gibbons Lang & Company, bringing capital markets and financial reporting expertise to PLPC’s board .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| McDonald & Company | General Partner; Senior Vice President | Not disclosed | Early career progression in investment banking |
| Regional securities & investment banking firm (Houston) | President & CEO | Not disclosed | Led a leading regional firm, deepened capital markets leadership |
| Brown Gibbons Lang & Company | Founder; Senior role | Not disclosed | Ongoing active senior role; informs audit oversight and market counsel |
External Roles
| Organization | Role | Public Company Board? | Committees/Impact |
|---|---|---|---|
| Brown Gibbons Lang & Company | Founder; Senior role | Not disclosed as public co. | Provides capital markets perspective; shareholder communications to Gibbons are routed via BGL address |
| Other public company directorships | — | None disclosed in PLPC proxy | — |
Board Governance
- Committees: Audit (Chair) and Compensation; Board determined Gibbons is independent under NASDAQ rules and designated him an audit committee financial expert .
- Attendance: In 2024, Board held 5 meetings; Audit 4; Compensation 4; all directors attended at least 75% of Board and committee meetings and attended the annual meeting .
- Board leadership: No Lead Independent Director; Executive Chairman structure with risk oversight distributed across committees, with Audit overseeing cybersecurity and risk assessment .
| 2024 Meetings | Count |
|---|---|
| Board of Directors | 5 |
| Audit Committee | 4 |
| Compensation Committee | 4 |
Fixed Compensation
- Policy: Non-employee directors receive $45,000 annual cash retainer and approximately $75,000 in common shares annually; committee membership retainer $10,000 per committee; chairpersons receive an additional $10,000 per chaired committee .
- 2024 Director Stock Ownership Guideline: Minimum aggregate market value equal to 3x annual cash retainer (committee fees excluded); sale of shares restricted until guideline met; 5-year compliance window (effective since 2014 or date of becoming a committee member) .
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael E. Gibbons | 75,000 | 75,025 | 150,025 |
Note: Directors’ fees earned by Michael E. Gibbons were issued in common shares and held in a rabbi trust pursuant to his deferral election under the Company’s Deferred Share Plan (DSP) .
Performance Compensation
- Director equity: Annual grant in common shares (~$75,000), paid just prior to year-end; no director options/PSUs disclosed; deferral via DSP available and used by Gibbons .
- Company-level performance metrics (for executives; governance signal): Annual cash bonus based on pre-tax ROE (3%–11% scale; 2024 outcome 12.3% resulted in 100% bonus payout for top NEOs), and LTI uses RSUs with three-year performance vesting tied to average YoY pre-tax income growth and sales growth thresholds; not applicable to director compensation but relevant for board oversight of pay-for-performance .
| Metric (NEO programs) | Design/Target | 2024 Outcome |
|---|---|---|
| Annual Cash Incentive | Pre-tax income as % of avg shareholders’ equity (3%–11% scale; implied target ~7%) | ROE calc 12.3%; NEO payout 100% for top officers; 85% for one NEO |
| LTI Performance RSUs | 3-year avg YoY pre-tax income growth thresholds (-7%, -3%, 0%) and sales growth (0%, 1%, 2%); payout 25%/50%/100% (Exec Chair/CEO 50%/100%/200%) based on both measures | Grants made 2/7/24; vest based on 2024–2026 average performance |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Gibbons in PLPC proxy |
| Private/professional roles | Founder/senior role at Brown Gibbons Lang & Company |
| Interlocks/conflicts | Shareholder communications to Gibbons routed via BGL address; no related-party transactions involving Gibbons disclosed in 2024 |
Expertise & Qualifications
- Capital markets and investment banking leadership, including debt/equity markets counsel and financial statement integrity; suited to chair Audit and serve on Compensation .
- Audit Committee Financial Expert designation under NASDAQ rules .
- Education not disclosed in proxy for Gibbons .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Notes |
|---|---|---|---|
| Michael E. Gibbons | 17,171 | <1% (asterisk) | Includes 14,210 deferred common shares in DSP rabbi trust |
| Vested vs Unvested | Shares |
|---|---|
| Deferred common shares (DSP; held in rabbi trust) | 14,210 |
| RSUs/options | None disclosed for directors; executive RSUs excluded |
Insider trades (Section 16 compliance):
| Date (2024) | Action | Shares | Filing Note |
|---|---|---|---|
| April 1, 2024 | Acquisition | 146 | Filed Nov 21, 2024 (late) |
| July 1, 2024 | Acquisition | 151 | Filed Nov 21, 2024 (late) |
| Oct 1, 2024 | Acquisition | 146 | Filed Nov 21, 2024 (late) |
Governance Assessment
- Positives: Long-tenured independent director with deep capital markets background; Audit Chair and NASDAQ-designated financial expert; committee independence affirmed; robust meeting cadence; director equity plus stock ownership guideline supports alignment .
- Watch items:
- Board lacks a Lead Independent Director, reducing formal independent leadership counterweight to Executive Chair structure .
- Section 16 filings: Gibbons had late Form 4 filings for routine share acquisitions in 2024—administrative issue to monitor for compliance discipline .
- Related-party transactions disclosed elsewhere (legal fees to firm of fellow director Kestner, and share purchases from insiders) not involving Gibbons but indicative of elevated related-party activity; Board states Audit Committee pre-approves and records these in minutes .
- No pledging or hedging disclosures for Gibbons; no director-specific related party transactions or tax gross-ups disclosed; director compensation appears balanced between cash and equity, consistent with alignment objectives .