Edward J. Lauth III
WEIS MARKETSAbout Edward J. Lauth III
Edward J. Lauth III, age 70, is an independent director of Weis Markets (WMK) who has served on the board since 2012. He is an entrepreneur with a background in sales, marketing, real estate development, and operating company leadership, currently serving as CEO of Shaner Capital, L.P. (since 2011). The Board cites his entrepreneurial skills and development experience as providing a valuable perspective; he is designated independent under NYSE rules and is an Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shaner Capital, L.P. | Chief Executive Officer | 2011–present | Leads investments in energy parks and real estate development in Pennsylvania |
| Hydro Recovery (frac water treatment) | Advisor | Not disclosed | Advisory role in Blossburg, PA |
| Governor’s Harbour Resort & Marina, Ltd. (Eleuthera, Bahamas) | Managing General Partner | 2004–present | Founded development of ~200 acres for resort/marina |
| AquaPenn Spring Water Company (APN: NYSE) | Founder | Founded 1988; IPO 1998; acquired by Group Danone 1999 | Built and exited a public beverage company |
| Various real estate/restaurant ventures | Developer (Baby’s Burgers & Shakes; high-rise residential/student condos in State College, PA) | Not disclosed | Development projects demonstrating operational and real estate expertise |
| Centre County United Way | Past Chairperson | Not disclosed | Community leadership |
| Suzanne Pohland Paterno Student Faith Center (Penn State) | Past Chairman | Not disclosed | Community leadership |
External Roles
| Category | Organization/Board | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | The board nominee table lists principal occupation; no other reporting company directorships are listed for Mr. Lauth |
| Private company roles | Shaner Capital, L.P. | CEO | Energy parks/real estate in PA |
| Private company roles | Governor’s Harbour Resort & Marina, Ltd. | Managing General Partner | Eleuthera development |
| Advisory | Hydro Recovery | Advisor | PA-based frac water treatment |
| Non-profit | Centre County United Way | Past Chairperson | Community service |
| Non-profit/Academic | Suzanne Pohland Paterno Student Faith Center | Past Chairman | Community service |
Board Governance
- Independence and role: The Board determined Mr. Lauth is independent under NYSE standards; Audit and Compensation Committees are fully independent. WMK is a “controlled company” (~65% voting power held by Weis family group) and thus exempt from certain NYSE committee requirements; nevertheless, the board maintains Audit and Compensation Committees comprised entirely of independent directors.
- Committee assignments and expertise:
- Audit Committee member; the committee had 4 regular and 4 special meetings in 2024; all members, including Mr. Lauth, are “audit committee financial experts.” Chair: Dennis G. Hatchell.
- Compensation Committee member; 5 meetings in 2024. Chair: Gerrald B. Silverman.
- Lead independent/Executive sessions: Non-management independent directors met in executive session four times in 2024; Mr. Lauth presided at these meetings.
- Attendance and engagement: Board held four regular meetings in 2024; no director attended fewer than 75% of aggregate board and committee meetings; all directors attended the 2024 Annual Meeting.
- 2025 shareholder voting outcome (signal of support): At the May 1, 2025 annual meeting, Mr. Lauth received 22,200,152 votes “for” and 1,505,545 “withheld” (broker non-votes 2,272,441) for re-election; there was no solicitation in opposition. Auditor ratification passed with 25,823,140 “for,” 147,401 “against,” 7,597 “abstain.”
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-management directors) | $110,000 | Paid in cash, quarterly installments |
| Audit Committee chair fee (incremental) | $6,000 | Chair-only; Mr. Lauth is a member, not chair |
| Committee/meeting fees | None | No additional remuneration for committee service or non-management director meetings; expense reimbursement for meeting attendance |
| Mr. Lauth – 2024 total director pay | $110,000 | Fully in cash (“Fees Earned or Paid in Cash”) |
Performance Compensation
| Equity/Variable Component | 2024 Detail |
|---|---|
| Equity grants (DSUs/RSUs/options) | None reported for directors; the 2024 director compensation table shows only cash fees with no equity column reported for directors |
| Performance metrics tied to director pay | Not applicable; director compensation is retainer-based cash |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company directorships (besides WMK) | None disclosed in the board nominee table for Mr. Lauth |
| Compensation committee interlocks | None; directors Hatchell, Lauth, Silverman were not officers/employees and had no relationships requiring disclosure; no NEO served on boards of entities with reciprocal appointments during FY2024 |
Expertise & Qualifications
- Audit and financial oversight: Designated an “audit committee financial expert” under Item 401(h) and independent for Exchange Act Section 10A(m)(3); brings financial literacy to audit oversight.
- Entrepreneurial and operating expertise: Founder/CEO experience (AquaPenn IPO and sale to Danone; Shaner Capital), real estate and development expertise, and advisory roles in industrial services (Hydro Recovery).
- Board leadership: Presided over executive sessions of independent directors in 2024, functioning as de facto convener for non-management oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged Shares |
|---|---|---|---|
| Edward J. Lauth III | 1,525 | <1% | None; the proxy states no shares have been pledged by directors or NEOs |
| Shares outstanding reference | 26,898,443 (as of Mar 13, 2025) | — | — |
Governance Assessment
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Strengths for board effectiveness and investor confidence:
- Independent director with dual committee service (Audit and Compensation) and “audit committee financial expert” designation; supports robust financial oversight.
- Presided over independent director executive sessions, enhancing board independence from management.
- Strong attendance culture (no director <75%; all attended 2024 AGM).
- No related-party transactions requiring disclosure in FY2024; related-party policy requires Audit Committee pre-approval and codifies SEC/NYSE standards.
- No pledging of shares by directors/NEOs, reducing alignment risks.
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Potential risk indicators and considerations:
- Controlled company status (~65% voting power by Weis family group) reduces certain NYSE governance requirements (no mandatory nominating/compensation committees); WMK maintains independent Audit and Compensation Committees, but concentrated control can limit minority shareholder influence.
- Securities Trading Policy discourages speculative hedging but permits long-term hedging (>1 year) with pre-clearance; some investors prefer outright prohibitions.
- Director pay is entirely cash with no equity grants, which may limit direct alignment through stock-based incentives; however, disclosed structure is straightforward and modest.
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Shareholder voting signal:
- 2025 re-election support for Mr. Lauth: 22,200,152 “for” vs. 1,505,545 “withheld” (broker non-votes 2,272,441); absence of a say-on-pay proposal in 2025 (ballot limited to directors and auditor), consistent with a controlled company.
Overall: Mr. Lauth brings entrepreneurial and financial oversight credentials, is engaged through committee service and executive-session leadership, and shows clean related-party profile and modest ownership without pledging. Key structural consideration is WMK’s controlled status and a director compensation mix without equity, which some governance frameworks view as offering weaker long-term alignment.