Richard R. Gascoigne
About Richard R. Gascoigne
Independent director of Preformed Line Products (PLPC) since 2009; age 75. Career insurance executive with 30+ years in commercial P&C underwriting, risk management, and compliance, including Managing Director at Marsh Inc. (Marsh & McLennan subsidiary) with service as a regional compliance officer. Brings risk oversight and compliance rigor to Audit, Compensation, and Nominating committees; the Board classifies him as independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marsh Inc. (Marsh & McLennan subsidiary) | Managing Director; various roles incl. regional compliance officer | 1995–2008 (retired 2008) | Extensive commercial P&C underwriting for middle market; risk management consulting through product development, acquisitions, and launches; compliance expertise leveraged on PLPC committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; Compensation Committee interlocks: none reported for 2024 |
Board Governance
- Independence: Board determined Gascoigne (along with other non-management directors) is independent under NASDAQ rules.
- Committee assignments (2024–2025): Audit Committee (member), Compensation Committee (member), Nominating Committee (member). Not a chair.
- Attendance: In 2024 the Board met 5x; Audit 4x; Compensation 4x; Nominating 7x; all directors (including Gascoigne) attended at least 75% of total Board/committee meetings on which they served.
- Board structure context: Executive Chairman leads the Board; no Lead Independent Director; Audit Committee oversees cybersecurity risk.
| Governance Item | Detail |
|---|---|
| Board service start | 2009 |
| Independence | Independent (NASDAQ) |
| Committees | Audit; Compensation; Nominating (member on all) |
| Chair roles | None disclosed |
| 2024 attendance | ≥75% of combined Board/committee meetings |
| Lead Independent Director | None (Board has no LID) |
Fixed Compensation
- Director pay structure: Annual cash retainer $45,000; annual equity award ≈$75,000 in common shares; $10,000 per committee membership; additional $10,000 if chair (he is not a chair). Nominating Committee began March 2024 with prorated $7,500 member fee in 2024.
| 2024 Director Fees (Richard R. Gascoigne) | Amount (USD) |
|---|---|
| Cash fees earned | $72,500 (base $45,000 + Audit $10,000 + Compensation $10,000 + Nominating $7,500 prorated) |
| Stock awards (equity retainer) | $75,025 (grant value under ASC 718) |
| All other compensation | $0 |
| Total | $147,525 |
- Stock ownership guideline for directors: Minimum aggregate market value equal to 3× the annual cash retainer ($135,000), with a 5-year compliance window.
Performance Compensation
| Component | Performance metric(s) | Weighting | Payout/Status |
|---|---|---|---|
| Director equity | None (annual common-share grant; not performance-based) | N/A | $75,025 grant value for 2024; no performance metrics attached |
The proxy discloses no performance-based pay for directors; performance metrics and payouts discussed in the CD&A apply to executives, not outside directors.
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict indicator |
|---|---|---|---|
| — | — | — | No Compensation Committee interlocks; none reported for 2024 |
Expertise & Qualifications
- 30+ years in insurance (commercial P&C underwriting for middle market), risk management consulting across product development, M&A, and market introductions.
- Compliance oversight experience (regional compliance officer at Marsh), aligning with Audit and risk oversight duties.
- Fit noted for Audit, Nominating, and Compensation committees due to thoughtful, policy-focused decision-making.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 3,751 shares; <1% of class |
| Shares outstanding (record date) | 4,940,991 (as of March 14, 2025) |
| Ownership as % of outstanding | ~0.076% (3,751 / 4,940,991) |
| Est. year-end 2024 value of holdings | ≈$479,300 (3,751 × $127.79 Dec. 31, 2024 close) |
| Director ownership guideline | ≥$135,000 (3×$45,000 cash retainer) |
| Apparent compliance with guideline | Appears to exceed guideline based on disclosed holdings/value at 12/31/2024 |
- Insider trading policy: Prohibits short sales and hedging transactions (e.g., collars, swaps); black-out windows and pre-clearance apply to certain officers and directors.
- Section 16(a) compliance: 2024 late filings were disclosed for certain insiders; Gascoigne was not listed among late filers.
Governance Assessment
- Strengths: Independent director with deep risk management and compliance background; serves on all three key committees (Audit, Compensation, Nominating); attendance at or above required thresholds; director equity ownership appears to exceed the Board’s guideline, aligning interests with shareholders.
- Potential watch items: Board has no Lead Independent Director; the board includes family relationships among other directors/executives, though Gascoigne himself has no disclosed related-party transactions; Nominating Committee newly formed in 2024—continuity and independence of nominations should be monitored.
- Conflicts/related-party exposure: None disclosed for Gascoigne; 2024 related-party legal fees involved another director’s former firm (Baker & Hostetler; R. Steven Kestner), reviewed under Audit Committee oversight.
Overall signal: Gascoigne’s profile supports investor confidence in risk oversight and committee effectiveness; equity alignment and independence are positives, while the absence of a Lead Independent Director at the board level remains a governance structure consideration.