R. Steven Kestner

About R. Steven Kestner

R. Steven Kestner, age 70, has served as an independent director of Preformed Line Products Company since 2008. He retired as senior partner at Baker & Hostetler LLP, where he was Chairman and chaired the firm’s Policy Committee (the equivalent of a board) from 2004 to 2018, and built deep expertise in transactions, financings, and securities law for NYSE/Nasdaq-listed companies . The Board has determined he is independent under Nasdaq rules despite Baker & Hostetler’s provision of legal services to PLPC .

Past Roles

External Roles

No other public company directorships are disclosed for Kestner in the latest proxy .

Board Governance

• Committee assignments: Nominating Committee Chair; the Nominating Committee (formed April 1, 2024) comprises Kestner (Chair), Gascoigne, Sunkle; Cross acts as advisor .
• Independence: The Board determined Kestner is independent under Nasdaq rules; it specifically noted his Baker & Hostetler affiliation does not impair independent judgment .
• Attendance: In 2024, the Board met five times; Audit four; Compensation four; Nominating seven. All directors attended at least 75% of total Board and committee meetings, and attended the annual meeting .
• Board leadership: PLPC has an Executive Chairman and no Lead Independent Director .

Fixed Compensation

• Structure: Annual cash retainer $45,000; annual equity award approximately $75,000 in common shares; committee membership retainer $10,000 per committee; committee chair additional $10,000 .
• 2024 committee proration: Nominating Committee fees began March 2024 and were prorated—$7,500 per member and an additional $7,500 for the chair .
• Kestner’s 2024 director pay: | Component | Amount ($) | |---|---| | Fees Earned or Paid in Cash | 60,000 | | Stock Awards (grant-date value) | 75,025 | | All Other Compensation | — | | Total | 135,025 |

Notes: Kestner’s $60,000 cash aligns with $45,000 base + $15,000 prorated committee chair/member fees for the newly formed Nominating Committee .

Performance Compensation

• Director equity: Directors receive annual grants in common shares (approx. $75,000 grant-date value); no director-specific performance conditions are disclosed for these awards .
• Clawback: Awards under the 2025 Incentive Plan will be subject to PLPC’s August 2023 clawback policy aligned with Nasdaq listing rules .

Other Directorships & Interlocks

• Independence statement: Board concluded this affiliation does not impair Kestner’s independence .

Expertise & Qualifications

• Securities law and capital markets: Registration statements (debt/equity), Exchange Act reporting, proxy statements; work with NYSE/Nasdaq-listed companies .
• Transactions: Domestic and foreign M&A; corporate finance leadership .
• Governance and leadership: Chaired large law firm’s board-equivalent body and managed operations/strategy .

Equity Ownership

• Director ownership guidelines: Directors required to hold at least 3× the annual cash retainer (i.e., three times $45,000) within five years; sales restricted until requirement is met .
• Compliance indicator: Using the December 31, 2024 closing price of $127.79, Kestner’s stake (9,246 shares) implies an approximate value of ~$1.18 million versus a $135,000 guideline minimum, indicating clear compliance with ownership guidelines .

Governance Assessment

• Strengths:

  • Chair of Nominating Committee with active cadence (seven meetings in 2024), supporting board refresh and independence screening .
  • Deep securities/M&A experience enhances oversight of disclosure, transactions, and governance processes .
  • High ownership alignment: significant personal shareholding relative to guideline .
  • Attendance and engagement: ≥75% attendance across Board/committee meetings; present at annual meeting .

• Watch items / RED FLAGS:

  • Related-party exposure: $223,000 paid to Baker & Hostetler in 2024 where Kestner was a partner and former Chairman (Board affirms independence, but this remains a perceived conflict risk; continued Audit Committee pre-approval and transparent disclosure are essential) .
  • No Lead Independent Director at the Board level, which can dilute independent oversight signals in certain governance frameworks .

• Compensation signals:

  • Mix tilted toward equity (annual shares) plus modest cash retainers, consistent with alignment practices; committee chair fees appropriately differentiated and prorated for new committee launch .

• Shareholder feedback context:

  • Strong say-on-pay support in 2023 (>97%), reflecting investor confidence in compensation governance, which Kestner helps oversee via Nominating leadership and broader board roles .

Appendix: Committee and Meeting Reference

• Nominating Committee Charter and composition (Kestner, Chair) .
• Meeting counts and attendance expectations .
• Insider trading and hedging prohibition (for directors/officers) .