Carl E. Tack, III
About Carl E. Tack, III
Independent director at Tredegar Corporation (TG) since 2014; age 69. Background includes 24 years in investment banking (Managing Director at Deutsche Bank, 1996–2009) and academic roles as Adjunct Professor of Finance at William & Mary’s Mason School of Business (ongoing since Feb 2022), with prior appointments at London Business School and Imperial College London . The Board has affirmatively determined him to be independent under NYSE standards and TG Governance Guidelines . In 2024, TG’s Board held six meetings with each then-serving director at 100% attendance; in 2023, each director attended at least 96% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank | Managing Director | Jun 1996–Apr 2009 | Corporate finance and strategy expertise across industries and global markets |
| William & Mary, Mason School of Business | Adjunct Professor (Finance) | Feb 2022–present | Academic teaching and finance program engagement |
| William & Mary, Boehly Center | Visiting Lecturer & Co‑Director | Aug 2015–May 2021 | Program leadership |
| William & Mary | Adjunct Professor | Jul 2013–Aug 2015 | Academic teaching |
| London Business School | Executive in Residence & Lecturer | Jan 2010–Jun 2011 | Executive education/lecturing |
| Imperial College London | Lecturer | Jan 2010–May 2010 | Academic lecturing |
| Delta Partners Group | Managing Partner | Dec 2010–May 2012 | Advisory/management role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No other current public company directorships disclosed for Mr. Tack |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent under NYSE and TG Governance Guidelines |
| Board Attendance | 6 meetings held in 2024; each director attended 100% |
| Committee Assignments (2024) | Executive Compensation Committee – Chair; Audit Committee – Member; Nominating & Governance Committee – Member |
| Committee Meetings (2024) | Audit: 5; Executive Compensation: 3; Nominating & Governance: 4 |
| Committee Assignments (2023) | Executive Compensation Committee – Chair; Audit Committee – Member; Nominating & Governance Committee – Member |
| Committee Meetings (2023) | Audit: 5; Executive Compensation: 4; Nominating & Governance: 4 |
| Executive Sessions | Independent directors meet regularly in private session at Board meetings |
Fixed Compensation
| Component (Non‑Employee Directors) | Amount (2024) |
|---|---|
| Annual Cash Retainer | $60,000 |
| Committee Chair – Audit | $20,000 |
| Committee Member – Audit (Non‑Chair) | $9,500 |
| Committee Chair – Executive Compensation | $11,000 |
| Committee Member – Executive Compensation (Non‑Chair) | $7,000 |
| Committee Chair – Nominating & Governance | $7,500 |
| Committee Member – Nominating & Governance (Non‑Chair) | $4,500 |
| Chairman of the Board – Cash | $32,500 (not applicable to Tack) |
| Director | Fees Earned/Paid in Cash (2024) | Stock Awards (Grant‑Date Fair Value) (2024) | Total (2024) |
|---|---|---|---|
| Carl E. Tack, III | $85,011 | $89,989 | $175,000 |
Performance Compensation
| Equity Retainer Structure | Details |
|---|---|
| Annual Stock Retainer | $90,000; granted under 2018 Equity Incentive Plan; fully vested at grant |
| Quarterly Grant Dates and Shares (per director) | Jan 2, 2024: 4,128 shares at $5.45; Apr 1, 2024: 3,526 shares at $6.38; Jul 1, 2024: 4,787 shares at $4.70; Oct 1, 2024: 3,142 shares at $7.16 |
Equity grants to non‑employee directors are time‑based and immediately vested; no performance metrics (e.g., TSR or EBITDA) apply to director equity awards .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict |
|---|---|---|---|
| None disclosed | — | — | No related interlocks or conflicts identified in proxy |
Expertise & Qualifications
- Corporate finance and strategy expertise from 24 years in investment banking (Deutsche Bank Managing Director) .
- Academic finance instruction and program leadership (William & Mary; London Business School; Imperial College London) .
- Board‑level governance experience as Chair, Executive Compensation Committee; member of Audit and Nominating & Governance Committees .
Equity Ownership
| Holder | Shares with Sole Voting/Investment Power | Options/SARs | Total Shares | % of Class |
|---|---|---|---|---|
| Carl E. Tack, III (as of Mar 1, 2025) | 64,780 | — | 64,780 | <1% |
| Carl E. Tack, III (as of Mar 1, 2024) | 50,425 | — | 50,425 | <1% |
| Policy | Detail |
|---|---|
| Stock Ownership Guidelines (Directors) | Minimum 4x annual cash retainer; 6 years to comply. As of 2025, all directors except new appointee (Vlahcevic) are in compliance; Tack is compliant . In 2024, all directors were compliant . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without Nominating & Governance Committee approval . |
| Section 16 Compliance | Directors/officers timely in 2024; one late Form 4 (CEO) noted, no issues reported for Tack . |
Governance Assessment
- Board effectiveness: Strong independence and committee coverage; Tack chairs Executive Compensation and serves on Audit and Nominating & Governance—key leverage points over pay, controls, and board refreshment .
- Attendance: Full attendance at Board and committee meetings in 2024 indicates engagement; 2023 attendance at least 96% .
- Pay‑for‑performance signal: 2024 say‑on‑pay support fell to ~60% (vs. 92% in 2023). The Compensation Committee (chaired by Tack) conducted outreach to holders of over 40% of shares; concluded concerns were driven by stock price and business results and made no material program changes in 2024, which investors may view as insufficient responsiveness .
- Conflicts/related parties: No related‑party transactions in 2023 or 2024; Audit Committee reviews and must approve any related‑person transactions .
RED FLAGS
- Say‑on‑pay decline to ~60% in 2024 suggests investor dissatisfaction with compensation outcomes; limited program changes despite outreach could pressure future votes and reflect governance risk for the Comp Committee .
- Concentrated ownership (e.g., Gottwald family, GAMCO >20% each) is not a Tack‑specific conflict but can influence governance dynamics; continued independent oversight remains important .
Director Compensation Structure Details
| Year | Cash Retainer | Stock Retainer | Committee Chair Fees | Committee Member Fees | Vesting |
|---|---|---|---|---|---|
| 2024 | $60,000 | $90,000 | Audit: $20,000; Exec Comp: $11,000; N&G: $7,500 | Audit: $9,500; Exec Comp: $7,000; N&G: $4,500 | Stock awards fully vested at grant |
| 2023 | $60,000 | $90,000 | Same schedule as 2024 | Same schedule as 2024 | Fully vested at grant |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~60%; outreach to shareholders (>40% outstanding) conducted; no material compensation program changes in 2024 .
- 2023 say‑on‑pay approval: ~92%; Committee viewed outcome as endorsement of philosophy/program .
Related Party Transactions
| Year | Status | Oversight |
|---|---|---|
| 2024 | None reported | Audit Committee reviews and approves related‑person transactions per charter and policy |
| 2023 | None reported | Audit Committee oversight per charter |
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Committee Composition | Chair: Carl E. Tack, III; Members: George C. Freeman, III; Kenneth R. Newsome; Christine R. Vlahcevic (2025) |
| Independence | All members are independent and non‑employee directors |
| Consultant | Pearl Meyer engaged; independence assessed; no conflicts |
| Responsibilities | CEO goals and pay; NEO pay; equity grants; say‑on‑pay approach; comp risk review; CD&A oversight |
Notes on Insider Trades
- TG reports Section 16 compliance with no late filings for Tack in 2024; only one late Form 4 noted for CEO in 2025 proxy . No additional Form 4 transaction details for Tack were disclosed in the proxy; no related‑party transactions involving Tack were reported .