Read Van de Water
About Read Van de Water
Read Van de Water (age 61) is an independent director of Smith-Midland Corporation, serving since December 2023. She is Senior Vice President of External Affairs at Safran USA (since 2011) and previously served as Chair and member of the National Mediation Board (2003–2009), Assistant Secretary for Aviation & International Affairs at the U.S. Department of Transportation (2001–2003), and Legislative Counsel at The Business Roundtable (1997–2001). She holds a J.D. from Georgetown University Law Center and degrees from George Washington University’s Elliott School and The University of the South: Sewanee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safran USA | Senior Vice President, External Affairs | 2011–Present | External affairs and regulatory/government liaison |
| National Mediation Board | Chair; Board Member | Chair 2005–2009; Member 2003–2009 | Led federal mediation board overseeing labor-management relations in transportation |
| U.S. Dept. of Transportation | Assistant Secretary for Aviation & International Affairs | 2001–2003 | Aviation policy and international affairs leadership |
| The Business Roundtable | Legislative Counsel (International Trade & Health Care) | 1997–2001 | Policy and legislative strategy across trade and healthcare |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Safran USA | SVP External Affairs | Aerospace, Defense, Space | Senior external/government affairs executive |
| National Mediation Board | Chair/Member | Federal Agency | Oversight of mediation in transportation labor disputes |
| U.S. Department of Transportation | Assistant Secretary | Government | Aviation & international policy |
| The Business Roundtable | Legislative Counsel | Business Policy | Trade and healthcare policy |
Board Governance
- Independence: Classified as an independent director under NASDAQ standards .
- Committee assignments: Chairperson, Nominating & Governance Committee; Member, Audit Committee; Member, Compensation Committee .
- Attendance: In 2024, the Board met 5 times; all current directors attended all Board and committee meetings except one Board meeting missed by Richard Gerhardt, indicating Van de Water attended all. In 2023, all current directors attended all Board and committee meetings (Van de Water appointed December 2023) .
- Committee activity: Nominating & Governance met 2 times in 2024 (3 in 2023); Compensation met 5 times in 2024 (4 in 2023); Audit met 7 times in 2024 (3 in 2023) .
- Leadership structure: CEO also serves as Chair; company has no lead independent director .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 3 | 5 |
| Nominating & Governance meetings | 3 | 2 |
| Compensation Committee meetings | 4 | 5 |
| Audit Committee meetings | 3 | 7 |
| Van de Water attendance | 100% (for meetings during tenure) | 100% |
| Committee | Role | Members |
|---|---|---|
| Nominating & Governance | Chair | Bruner; Van de Water (Chair); Gerhardt |
| Compensation | Member | Bruner; Van de Water; Gerhardt (Chair) |
| Audit | Member | Bruner (Chair); Van de Water; Gerhardt |
Fixed Compensation
- Structure change: Effective Jan 1, 2024, non-employee directors receive $40,000 cash per year plus $15,000 in stock annually (immediately vesting). In February 2025, the company paid $15,000 in cash in lieu of the 2024 stock grant to independent directors .
- 2023 structure: $3,000 per Board meeting; $3,000 annual fee for chair of Audit and Compensation Committees; Van de Water was appointed in Dec 2023 and did not attend any 2023 meetings, so no fees reported for her .
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer ($) | Per-meeting model ($3,000/meeting) | $40,000 |
| Annual director equity ($) | None disclosed | $15,000 (vests immediately); paid as $15,000 cash in Feb 2025 for 2024 |
| Van de Water – Fees earned ($) | — (appointed Dec 2023; no meetings attended in 2023) | $40,000 |
| Van de Water – Stock awards ($) | — | — (company paid $15,000 cash in Feb 2025 for 2024 stock) |
| Van de Water – Total 2024 ($) | — | $40,000 |
Performance Compensation
- Director performance-linked compensation metrics: None disclosed; director pay comprised of fixed cash retainer and annual equity (or cash in lieu) without performance conditions .
| Performance Metric | Target | Measurement | Status |
|---|---|---|---|
| Director pay tied to revenue/EBITDA/TSR | — | — | None disclosed |
Other Directorships & Interlocks
- Current public company boards: None disclosed in SMID filings for Van de Water .
- Potential interlocks/conflicts: The company reports no related-party transactions requiring disclosure under Item 404 of Regulation S-K; Van de Water appointed as independent director with no arrangements/understandings related to her election .
| Company/Institution | Role | Public Company? | Potential Interlock with SMID |
|---|---|---|---|
| Safran USA | SVP External Affairs | No (subsidiary role) | None disclosed |
| National Mediation Board | Chair/Member | Government agency | None disclosed |
| U.S. Department of Transportation | Assistant Secretary | Government agency | None disclosed |
| The Business Roundtable | Legislative Counsel | Non-profit association | None disclosed |
Expertise & Qualifications
- Legal and policy expertise: J.D., Georgetown University; high-level government and regulatory roles in aviation and international affairs .
- Government relations and external affairs leadership: Safran USA SVP External Affairs since 2011, bringing aerospace/defense stakeholder experience .
- Board governance: Nominating & Governance Chair with responsibilities including board composition, director performance review, and oversight of governance policies .
Equity Ownership
- Beneficial ownership: No shares beneficially owned by Van de Water as of June 3, 2024 and June 2, 2025 (less than 1%) .
- Hedging/pledging: Insider trading policy prohibits short sales, hedging/monetization, margin holding, or pledging without prior CEO approval; no such approvals granted to directors or named executive officers in 2023–2024 .
| Metric | As of Jun 3, 2024 | As of Jun 2, 2025 |
|---|---|---|
| Shares beneficially owned (#) | — (none) | — (none) |
| Ownership (% of class) | — (less than 1%) | — (less than 1%) |
Shareholder Support (Signal)
| Election Outcome (2025 Annual Meeting) | Votes For | Votes Withheld |
|---|---|---|
| Read Van de Water | 2,798,223 | 105,465 |
- Say-on-Pay (2025): For 3,045,521; Against 13,362; Abstain 6,832—indicating strong investor support for executive compensation structure overseen by the independent Compensation Committee (of which Van de Water is a member) .
Governance Assessment
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Strengths:
- Independent director with robust governance and policy credentials; chairs Nominating & Governance and serves on Audit and Compensation committees .
- Full attendance in 2024 and participation in active committees (Audit: 7, Compensation: 5, N&G: 2 meetings) suggests high engagement .
- Clear independence and absence of related-party transactions; appointment 8-K confirms no arrangements/understandings and independence under NASDAQ rules .
-
Alignment considerations:
- Director equity guidelines not disclosed; while policy contemplated $15,000 annual stock grants, the company paid cash in lieu of the 2024 stock grant in February 2025, modestly reducing equity alignment for that year .
- Van de Water reported no share ownership as of 2024–2025; combined with cash-in-lieu decision, alignment relies more on governance oversight than personal “skin-in-the-game” .
-
RED FLAGS and watch items:
- Combined Chair/CEO and no lead independent director may dilute independent board leadership (mitigated by active independent committees) .
- Equity ownership: zero beneficial ownership reported—monitor future Form 4 filings or proxy updates for stock accumulation to strengthen alignment .
- Equity grant substitution: cash paid in lieu of 2024 director stock—track whether equity resumes in 2025 and beyond to maintain at-risk alignment .
-
Shareholder support signal:
- Strong votes “For” her election in 2025 and high Say-on-Pay approval suggest current investor confidence in board oversight and compensation governance .
Overall, Read Van de Water enhances board effectiveness through independence, governance chairmanship, and regulatory expertise. Key monitoring points are re-establishment of annual equity grants and any progress toward personal share ownership, especially given the combined Chair/CEO structure without a lead independent director .