DEF 14A of National Presto Industries Inc
Filed Apr 14, 2026 · FY20250001437749-26-012242
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Two directors will be elected at the Annual Meeting, each for a three-year term expiring at the 2029 Annual Meeting. The Restated Articles of Incorporation (as amended) of the Company currently provide for five directors, divided into three classes with two classes of two directors and one class of one director and the term of office of one class expiring each year. At each Annual Meeting, successors of the class whose term of office expires in that year are elected for a three-year term. The nominee(s) who receive the highest number of votes will be elected director(s) of the Company for the three-year term commencing at the Annual Meeting. Upon recommendation of the Nominating/Corporate Governance Committee, the Board of Directors have nominated Randy F. Lieble and Joseph G. Stienessen, each for a term that will expire at the annual meeting to be held in 2029. The Company believes that the nominees will be able to serve; but should a nominee be unable to serve as a director, the proxies will be voted for the election of such substitute nominee(s) as the Board may propose.
Information Concerning Directors and Nominees
Information Concerning Directors and Nominees All our directors bring to our Board a wealth of leadership experience. The process undertaken by the Nominating Committee in recommending qualified director candidates is described below under “Corporate Governance.” Information about each Board nominee and each other member of the Board, including certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole, is provided below.
Information Concerning Directors and Nominees
| Nominees for Election to the Board – For A Term Ending 2029 | | | | | Name | Age | Business Experience | Director Since | | Randy F. Lieble | 72 | Director from December 2006 to August 2007 and December 2008 to present. Vice President from October 2004 to August 2007 and September 2008 to September 2019. Chief Financial Officer from November 1999 to August 2007 and September 2008 to September 2019. Treasurer from November 1995 to August 2007 and September 2008 to September 2019. Secretary from January 2009 to November 2009. | 2008 |
Information Concerning Directors and Nominees
Mr. Lieble’s experience as Chief Financial Officer (CFO) and his 43 years as an employee of the Company during which he had been involved in virtually all phases of the business are invaluable to Board discussions and judgments required for decision-making that is in the best long-term interest of the Company and its stockholders. His background also enables him to act as the financial expert for the Company’s Audit Committee.
Information Concerning Directors and Nominees
| Joseph G. Stienessen | 81 | Retired Certified Public Accountant. Self-employed as an accounting advisor and consultant since July 2007. Former principal with Larson, Allen, Weishair and Company, LLP, a CPA firm, from October 2004 to July 2007; prior to November 2003, Managing Partner of Stienessen, Schlegel and Company, LLC. | 2005 |
Information Concerning Directors and Nominees
Mr. Stienessen has extensive knowledge and experience in the areas of accounting and finance. His expertise in those areas is invaluable to Board discussions, judgments required for decision-making that is in the best long-term interest of the Company and its stockholders, and to the fulfillment of his positions on the Nominating and Compensation Committees.
Information Concerning Directors and Nominees
| Directors Continuing In Office – For A Term Ending 2028 | | | | | Patrick J. Quinn | 76 | Former Chairman and President, Ayres Associates, Inc., an engineering firm, from January 2001 and April 2000 respectively, until his retirement in December 2010. Director of certain funds of Wisconsin Capital Management (a regulated mutual fund company). Mr. Quinn serves as a director of Future Wisconsin Housing Fund, Inc. (non-profit housing owner/developer), and is a former director of the Eau Claire Community Foundation (non-profit). | 2001 |
Information Concerning Directors and Nominees
Mr. Quinn’s executive experience and business acumen, together with his 25 years of service as a director of the Company, are invaluable to Board discussions, judgments required for decision-making that is in the best long-term interest of the Company and its stockholders, and to the fulfillment of his positions on the Audit, Nominating, and Compensation Committees.
Information Concerning Directors and Nominees
| Douglas J. Frederick | 55 | Chief Operating Officer, Vice President, Secretary and General Counsel of the Company | 2023 |
Information Concerning Directors and Nominees
Mr. Frederick was appointed to our Board of Directors on May 16, 2023. He has served as our Corporate Secretary since November 17, 2009, our Vice President since May 15, 2018, and our Chief Operating Officer since December 11, 2018. He has been associated with the registrant since 2007 as an in-house attorney with expertise in litigation and intellectual property matters and in the capacity of General Counsel since January 2009. His experience in these different roles has led him to be involved in virtually all aspects of the business and is invaluable to Board discussions and judgments required for decision-making that is in the best long-term interest of the Company and its stockholders. Prior to his employment with the registrant, Mr. Frederick was a litigation attorney with the firm Rider Bennett, LLP.
Information Concerning Directors and Nominees
| Director Continuing In Office – For A Term Ending 2027 | | | | | Maryjo Cohen | 73 | Chair of the Board, President and Chief Executive Officer of the Company since May 1994. | 1988 |
Information Concerning Directors and Nominees
Ms. Cohen’s day-to-day leadership and experience as Chief Executive Officer (CEO), as well as her 49 years as an employee of the Company, are invaluable to Board discussions and judgments required for decision-making that is in the best long-term interest of the Company and its stockholders. The Board of Directors recommends that stockholders vote FOR the director nominees.
Director Compensation
Director Compensation At the 2020 annual meeting of stockholders, stockholders approved the Non-Employee Director Compensation Plan, which sets forth the compensation to be paid to the Company’s non-employee directors. In fiscal 2025, each non-employee director was paid an annual retainer of $43,000 (which will increase to $44,500 in 2026). In accordance with the Non-Employee Director Compensation Plan, 75% of the annual retainer is paid in cash in three equal quarterly installments, and the remaining 25% is paid in shares of the Company’s common stock. The number of shares granted is determined by dividing the dollar amount of 25% of the annual retainer by the closing price of the Company’s common stock on the last trading day of the calendar year (for 2025 the closing price was $106.76), rounded down to the nearest whole share. No fractional shares are issued and each non-employee director is entitled to receive cash equal to the value of any fractional shares. In addition, each non-employee director is paid $1,500 for each full day Board or committee meeting attended and $500 for each half day Board or committee meeting attended. The Company reimburses basic and reasonable travel costs associated with attending a meeting of the Board or a committee that requires in excess of 100 miles of travel. The fiscal 2025 compensation of non-employee directors of the Company is shown in the following table.
DIRECTOR COMPENSATION FOR FISCAL 2025
DIRECTOR COMPENSATION FOR FISCAL 2025
DIRECTOR COMPENSATION FOR FISCAL 2025
| Name | Fees Earned or Paid in Cash ($) 2024(1) | | Patrick J. Quinn | 50,000 | | Joseph G. Stienessen | 50,000 | | Randy F. Lieble | 50,000 |
DIRECTOR COMPENSATION FOR FISCAL 2025
| (1) Fourth quarter annual retainer payments were paid in shares of common stock. In accordance with SEC regulations, these amounts are reported in the table as fees earned or paid in cash, rather than as stock awards. For the fourth quarter of 2025, each non-employee director received 100 shares, with a grant date fair value of $10,676.00, computed in accordance with FASB ASC Topic 718 based on the actual number of shares of stock paid out and do not reflect the actual amounts earned. The shares issued are fully vested on the grant date. |
Compensation Objectives and Philosophy
| • | instill a long-term commitment to the Company; and |
Compensation Objectives and Philosophy
The compensation program is therefore intended to attract, motivate, and retain executive officers who have the capability to manage the Company’s day-to-day operations and personnel, compete ethically in each of its competitive business segments, implement any strategic plans developed by the Company, and implement the Company’s strategic plan to increase stockholder value. The principal element of the executive compensation program is base salary. An award of a discretionary bonus to reward exceptional performance is sometimes made. The Company provides health and life insurance benefits, a 401(k) program with a generous Company contribution, and other welfare benefits that are available to all of its salaried employees on a non-discriminatory basis. Awards of restricted stock are part of the executive compensation program. The Committee believes that restricted stock awards reward performance and align the interests of executives with the long-term interests of stockholders. The objectives and factors considered with respect to the form and amount of each individual element of our compensation program are more fully described herein.
Elements of Our Executive Compensation Program
Elements of Our Executive Compensation Program Base Salary and Benefits. The base salaries for executive officers is intended to promote the Company’s compensation objectives generally and specifically to provide basic economic security at a level that will attract and retain talented executive officers. Annual increases in base salary of each of the Company’s executive officers, if any, are determined in accordance with its compensation policy and, where appropriate, the economic conditions in which the Company is operating. Individual job performance is the single most important factor in the Committee’s role in determining base salary. The base salaries of the executive officers were established at levels considered appropriate in light of the duties and scope of their responsibilities. For 2025, the Committee approved base salary increases of approximately 0% to 3.8% for the named executive officers. The Company strives to provide employee benefits to executive officers and all other salaried employees that are consistent with benefits provided in the communities in which they reside, including 401(k), health insurance, life and disability insurance, and other welfare benefits. Executive officers participate in these plans on the same basis as other employees. Discretionary Bonus. Although the Company primarily relies upon awarding an adequate and proper base salary to promote its compensation objectives, the Committee also acknowledges the benefit of awarding discretionary bonuses. To this end, the Company’s executive officers may from time to time identify executive officer individual performance measures (qualitative and/or quantitative) or contributions to the overall performance of the Company to the Committee and request that the Committee consider approving a bonus to reward such performance. The awards made for 2025 recognized contributions to corporate performance as well as individual performance with respect to corporate strategy among other factors the Committee deems relevant. The annual cash bonuses paid to our named executive officers for 2025 are set forth in the “Summary Compensation Table.” Incentive, Equity, and Deferred Compensation. The Company has found that SEC insider trading restrictions are such that it is difficult for executives to purchase stock on the open market without violating insider trading rules. Accordingly, with the stockholders’ adoption of the National Presto Industries, Inc. 2017 Incentive Compensation Plan on May 16, 2017, the Compensation Committee has the authority to grant restricted stock awards at its discretion based on an employee’s performance. In order to create ownership as well as provide incentives for future performance, with a grant date of January 2, 2026, the Committee granted shares of restricted stock to our named executive officers and several other key employees pursuant to the 2017 Plan. The awards were denominated in dollars but were payable in common stock which the Committee determined would be based on the closing stock price on the NYSE on December 31, 2025 ($106.76). The Committee determined the dollar value of the awards based on job responsibilities, experience, and individual performance in 2025 as well as recommendations of the CEO. The awards granted on January 2, 2026, recognized contributions in 2025 to corporate performance as well as individual performance with respect to corporate strategy among other factors the Committee deems relevant. The table below sets forth the dollar denominated value and number of shares of restricted stock granted to each named executive officer in January 2026. The restricted stock awards vest 100% on March 15, 2031, subject to continued service.
Elements of Our Executive Compensation Program
Because the grant date was January 2, 2026, the restricted stock awards granted to our named executive officers for 2025 performance will be reflected in the “Summary Compensation Table” and “Grants of Plan-Based Awards During Fiscal Year 2026” table in our Proxy Statement for the 2027 annual meeting of stockholders. Perquisites. In 2025, no named executive officer received perquisites having a value in excess of $10,000. The Committee does not consider perquisites to be a material element of the Company’s compensation program for executive officers. Termination and Change-in-Control Arrangements. The Company does not maintain any employment or change-in-control agreements for its executive officers. Tax Considerations. Prior to the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”), Section 162(m) of the Internal Revenue Code of 1986, as amended, limited deductions to $1 million for compensation paid to the CEO and each of the four most highly paid executive officers named in the Summary Compensation Table who are officers on the last day of the year, and that compensation that qualified as “performance-based” under Section 162(m) was exempt from this $1 million deduction limitation. Under the 2017 Tax Act, the performance-based exception has been repealed and the $1 million deduction limit now applies to anyone serving as the CEO or the CFO at any time during the taxable year and the top three other highest compensated executive officers serving at fiscal year-end. The rules generally apply to taxable years beginning after December 31, 2017. Consistent with past practice, the Committee will design compensation programs that are in the best interests of the Company and its stockholders, with deductibility of compensation being one of a variety of considerations taken into account. Say on Pay Vote. In making compensation decisions, the Committee considers the results of the Company’s stockholder advisory vote approving the Company’s executive compensation. Stockholders approved on an advisory basis the Company’s “say on pay” proposal at the 2025 Annual Meeting of Stockholders with 98.3% of the votes cast (excluding abstentions) in favor of the compensation paid to our named executive officers. Clawback Policy. The Company has adopted a policy that complies with the SEC and NYSE rules that require listed companies to implement policies for the recovery of erroneously awarded incentive compensation.
Summary Compensation Table
Summary Compensation Table The following table sets forth compensation for individuals who served as principal executive officer (PEO) and principal financial officer (PFO) during fiscal 2025 and for each of the other three most highly compensated executive officers who were serving as executive officers as of December 31, 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Maryjo Cohen, Chair of the Board, CEO, President, PEO | 2025 2024 2023 | 630,001 633,650 630,001 | | 98,166 | | | | 26,132 24,771 23,624 | 754,299 658,422 653,625 | | David J. Peuse, CFO, Treasurer, PFO | 2025 2024 2023 | 215,736 208,923 199,654 | 10,000 10,000 10,000 | 24,541 15,001 | | | | 17,033 17,320 15,834 | 267,310 251,244 225,488 | | Douglas J. Frederick, COO, Vice President, Secretary, General Counsel | 2025 2024 2023 | 412,337 400,804 388,265 | | 39,228 40,164 | | | | 25,791 27,276 23,985 | 477,355 468,244 412,250 | | John R. MacKenzie Vice President of Sales | 2025 2024 2023 | 299,563 291,477 276,930 | | 39,228 35,083 | | | | 13,327 14,649 12,043 | 352,118 341,209 288,973 | | Jeffery A. Morgan, Vice President of Engineering | 2025 2024 2023 | 258,855 254,452 241,730 | | 24,541 | | | | 11,561 11,214 10,815 | 294,957 265,666 252,546 |
Summary Compensation Table
| (1) Amounts shown for 2025 represent discretionary cash bonuses granted with respect to 2025 performance but paid in January 2026. Amounts shown for 2024 represent discretionary cash bonuses granted with respect to 2024 performance but paid in January 2025. Amounts shown for 2023 represent discretionary cash bonuses granted with respect to 2023 performance but paid in January 2024. |
Summary Compensation Table
| (2) These amounts reflect the grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718 based on the closing price of the Company’s common stock on the date of grant and do not reflect the actual amounts earned. The amounts shown for 2025 reflect the stock awards granted on January 2, 2025 based on 2024 performance. The amounts shown for 2025 do not reflect the stock awards granted on January 2, 2026 based on 2025 performance, which stock awards are disclosed in the table on page 10 in the “Compensation Discussion and Analysis” section. |
Summary Compensation Table
| (3) All Other Compensation includes 401(k) employer contributions, the value of life and disability insurance premiums paid by the Company, and the dividends paid related to the stock awards identified for each year but paid in March of the following year. For the year 2025, 401(k) employer contributions included $24,500 for Ms. Cohen and Mr. Frederick, $15,894 for Mr. Peuse, $12,037 for Mr. MacKenzie, and $10,422 for Mr. Morgan. |
Grants of Plan-Based Awards During Fiscal Year 2025
Grants of Plan-Based Awards During Fiscal Year 2025 The following table shows all plan-based awards granted in Fiscal Year 2025 for 2024 performance to the named executive officers.
Grants of Plan-Based Awards During Fiscal Year 2025
| Name | Grant Date | Committee Action Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Stock Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) | | | | | Threshold ($) | Target ($) | Maxi-mum ($) | Threshold (#) | Target (#) | Maxi-mum (#) | | | | | | Maryjo Cohen | 1/2/2025 | 11/21/2024 | | | | | | | 1,016 | | | 98,166 | | David J. Peuse | 1/2/2025 | 11/21/2024 | | | | | | | 254 | | | 24,541 | | Douglas J. Frederick | 1/2/2025 | 11/21/2024 | | | | | | | 406 | | | 39,228 | | John R. MacKenzie | 1/2/2025 | 11/21/2024 | | | | | | | 406 | | | 39,228 | | Jeffery A. Morgan | 1/2/2025 | 11/21/2024 | | | | | | | 254 | | | 24,541 |
Grants of Plan-Based Awards During Fiscal Year 2025
| (1) These amounts reflect stock awards denominated in dollars but payable in shares of restricted stock based on the closing price of the Company’s common stock on December 31, 2024, under the 2017 Incentive Compensation Plan. |
Grants of Plan-Based Awards During Fiscal Year 2025
| (2) These amounts reflect the grant date fair value of the awards computed in accordance with FASB ASC Topic 718 based on the actual number of shares of restricted stock paid out and the closing price of the Company’s common stock on the grant date of January 2, 2025 ($96.62 per share) and do not reflect the actual amounts earned. |
Grants of Plan-Based Awards During Fiscal Year 2025
The stock awards granted on January 2, 2025, were denominated in dollars but payable in common stock based on a per share price of $98.42, the closing price of the Company’s common stock on December 31, 2024. Unless vested earlier in accordance with the 2017 Incentive Compensation Plan, the restricted stock awards will vest 100% on March 15, 2030, assuming the employee remains in the Company’s employ through such date. Unvested shares related to the awards were registered to the named individuals upon the execution of a Restricted Stock Award Agreement, which occurred on January 2, 2025, in accordance with the provisions of the 2017 Incentive Compensation Plan. The executive officers have voting and dividend rights in unvested restricted shares.
Outstanding Equity Awards At 2025 Fiscal Year-End
Outstanding Equity Awards At 2025 Fiscal Year-End The following table shows all outstanding equity awards held by the named executive officers at the end of fiscal 2025.
Outstanding Equity Awards At 2025 Fiscal Year-End
| | | STOCK AWARDS | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | | 12/31/20 | 1,130 | 120,639 | | | | Maryjo Cohen | 12/31/21 | 1,219 | 130,140 | | | | | 12/31/22 | 1,825 | 194,837 | | | | | 1/2/25 | 1,016 | 108,468 | | | | | 12/31/20 | 226 | 24,128 | | | | | 12/31/21 | 304 | 32,455 | | | | David J. Peuse | 12/31/22 | 292 | 31,174 | | | | | 1/2/24 | 186 | 19,857 | | | | | 1/2/25 | 254 | 27,117 | | | | | 12/31/20 | 408 | 43,558 | | | | | 12/31/21 | 988 | 105,479 | | | | Douglas J. Frederick | 12/31/22 | 1,186 | 126,617 | | | | | 1/2/24 | 498 | 53,166 | | | | | 1/2/25 | 406 | 43,345 | | | | | 12/31/20 | 169 | 18,042 | | | | | 12/31/21 | 121 | 12,918 | | | | John R. MacKenzie | 12/31/22 | 219 | 23,380 | | | | | 1/2/24 | 435 | 46,441 | | | | | 1/2/25 | 406 | 43,345 | | | | | 12/31/20 | 339 | 36,192 | | | | Jeffery A. Morgan | 12/31/21 | 402 | 42,918 | | | | | 12/31/22 | 482 | 51,458 | | | | | 1/2/25 | 254 | 27,117 | | |
Outstanding Equity Awards At 2025 Fiscal Year-End
| (1) Assuming the employee remains in the Company’s employ through such date the restricted stock granted on 12/31/2020 vests 100% on March 15, 2026; and the restricted stock granted on 12/31/2021 vests 100% on March 15, 2027; the restricted stock granted on 12/31/2022 vests 100% on March 15, 2028; the restricted stock granted on 1/2/24 vests 100% on March 15, 2029, and the restricted stock granted on 1/2/25 vests 100% on March 15, 2030 . All restricted stock awards vest upon retirement as set forth in the 2017 Incentive Compensation Plan and related documents. |
Outstanding Equity Awards At 2025 Fiscal Year-End
| (2) Calculations based on the closing price of the Company’s common stock of $106.76 on December 31, 2025. |
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 No options were granted or exercised by the named executive officers during fiscal 2025. The following restricted stock awards granted to the named executive officers vested during fiscal 2025.
Option Exercises and Stock Vested in Fiscal Year 2025
| STOCK AWARDS | | | | | Name | Vesting Date | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Maryjo Cohen | 3/15/2025 | 1,131 | 100,670 | | David J. Peuse | 3/15/2025 | 56 | 4,985 | | Douglas J. Frederick | 3/15/2025 | 791 | 70,407 | | John R. MacKenzie | 3/15/2025 | 113 | 10,058 | | Jeffery A. Morgan | 3/15/2025 | 226 | 20,116 |
Option Exercises and Stock Vested in Fiscal Year 2025
| (1) Calculations based on the closing price of the Company’s common stock on the vesting date ($89.01 per share). |
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control The Company does not have any change-in-control agreements with any executive officer, director, or employee. The 2010 and 2017 Incentive Compensation Plans under which restricted stock awards have been granted provide that in the event of a change-in-control or the employee’s employment is terminated due to death, disability, or retirement (as defined in the plans), the shares of restricted stock would immediately vest. The amounts shown in the following table reflect the potential value to the named executive officers of acceleration of all unvested restricted stock awards upon a change-in-control of the Company and termination of employment due to death, disability, or retirement (as defined in the plans), assuming that the change-in-control and termination of employment were effective as of December 31, 2025, and based on the closing price of the Company’s common stock of $106.76 on December 31, 2025. The amounts below are estimates of the amounts that would be paid to the named executive officers; the actual amounts to be paid can only be determined at the actual time of a change-in-control or an officer’s termination of employment.
Potential Payments Upon Termination or Change-in-Control
| | ACCELERATED PORTION OF RESTRICTED STOCK AWARDS | | | Name | Number (#)(1) | Value ($)(2) | | Maryjo Cohen | 5,190 | 554,084 | | David J. Peuse | 1,262 | 134,731 | | Douglas J. Frederick | 3,486 | 372,165 | | John R. MacKenzie | 1,350 | 144,126 | | Jeffrey A. Morgan | 1,477 | 157,685 |
Potential Payments Upon Termination or Change-in-Control
| (1) Total number of shares related to unvested restricted stock as of December 31, 2025. |
Potential Payments Upon Termination or Change-in-Control
| (2) Total value of unvested restricted stock awards as of December 31, 2025, that would be accelerated. |
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Under rules adopted pursuant to the Dodd-Frank Act of 2010, the Company is required to calculate and disclose the annual total compensation paid to its median paid employee, as well as the ratio of the annual total compensation paid to the median employee as compared to the annual total compensation paid to the Company’s CEO. Due to estimates, assumptions, adjustments and statistical sampling permitted under SEC rules, the pay ratio disclosed by other companies may not be comparable with the pay ratio that the Company reports. As of December 31, 2025, the Company employed a total of 1,199 employees (including full-time and part-time employees and excluding the CEO). For those 1,199 employees, their 2025 gross earnings were used as the starting point for total compensation. Salaries and wages were not annualized for those employees who were not employed for the full year of 2025. Other compensation, determined in the same manner that the Company determined the total compensation of the named executive officers for purposes of the Summary Compensation Table (i.e. 401(k) employer match, restricted stock awards, dividends paid related to the restricted stock awards, and the value of life and disability insurance premiums paid by the Company), was added to the gross earnings amount to determine total compensation. For 2025, the median-compensated employee (i.e. the 600th employee) had annual total compensation of $48,654. As set forth in the Summary Compensation Table, the CEO's total compensation for 2025 was $754,299. The CEO to median employee pay ratio for 2025 was therefore 15.50:1 ($754,299/48,654).
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the Company is providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The disclosure provided in the tables below is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its named executive officer (NEO) compensation. In particular, the Company does not use any specific financial performance measure to link executive compensation actually paid to the Company’s financial performance. For further information concerning the Company’s compensation philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation and Other Information – Compensation Discussion and Analysis.”
Pay Versus Performance
| | | | Average | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (in thousands)(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2025 | 754,299 | 799,071 | 347,935 | 361,533 | $152.68 | $43.80 | 33,083 | | 2024 | 658,422 | 751,048 | 331,591 | 364,228 | $139.34 | $44.47 | 41,460 | | 2023 | 653,625 | 732,485 | 294,814 | 316,948 | $107.23 | $51.87 | 34,559 | | 2022 | 784,410 | 709,683 | 343,584 | 320,209 | $86.61 | $55.52 | 20,699 | | 2021 | 755,904 | 743,709 | 340,587 | 333,585 | $98.18 | $103.56 | 25,654 |
Pay Versus Performance
| (1) The PEO in each of the applicable years is Ms. Cohen (who has served as CEO since 1994). The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Cohen for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation and Other Information – Summary Compensation Table.” |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Ms. Cohen, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned by or paid to Ms. Cohen during the applicable year. The analysis requires the need to deduct the grant date fair value of stock awards from the amount disclosed in the Summary Compensation Table and add back the year-end fair value of any stock awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year. Since the Company's stock awards were historically awarded on 12/31 (i.e. the Grant Date was 12/31), this deduction and addback were the same amount for 2021 and 2022. Ms. Cohen did not receive a stock award based on 2023 performance. The grant date for stock awards based on 2024 performance was January 2, 2025, and therefore no stock awards are reported for fiscal 2024. Thus, no amounts were deducted and added back for the years 2023 and 2024. For the five years disclosed herein, the amount was $98,166 in 2025, $0 in 2024, $0 in 2023, $124,940 in 2022, and $99,995 in 2021. |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO named executive officers (NEOs) as a group in the “Total” column of the Summary Compensation Table in each applicable year. Our non-PEO NEOs for the applicable years were as follows: David Peuse, Douglas Frederick, John MacKenzie, and Jeffery Morgan for 2025, 2024 and 2023 and David Peuse, Douglas Frederick, Richard Jeffers, and Jeffery Morgan for each of 2022 and 2021. |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. The analysis requires the need to deduct the grant date fair value of stock awards from the amount disclosed in the Summary Compensation Table and add back the year-end fair value of any awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year. Since the Company's stock awards were historically awarded on 12/31 (i.e. the Grant Date was 12/31), this deduction and addback were the same amount for 2021 and 2022. The grant date for awards based on 2023 performance was January 2, 2024, and therefore, no stock awards are reported for fiscal 2023. Thus, no amounts were deducted and added back for the year 2023. The grant date for stock awards based on 2024 performance was January 2, 2025. For the non-PEO NEOs as a group during the five years disclosed herein, the average amount per non-PEO NEO was $31,855 in 2025, $22,562 in 2024, $0 in 2023, $41,042 in 2022, and $44,932 in 2021. |
Pay Versus Performance
| (5) Cumulative total shareholder return (TSR) assumes $100 invested on December 31, 2020, in National Presto Industries, Inc. common stock. Total return assumes reinvestment of dividends. |
Pay Versus Performance
| (6) Represents the weighted peer group TSR and assumes $100 invested on December 31, 2020, in the peer group companies with similar market capitalization. Total return assumes reinvestment of dividends. The peer group used for this purpose is the same peer group utilized for the stock performance graph in the applicable year’s annual report. The Company’s performance graph compares companies with a December 31 market capitalization similar to the Company. The Company adopted this approach because it was unable to reasonably identify a peer group based on its industries or lines of business. The companies represented in the peer group for each year are set forth below. For 2025 the peer group consisted of American Axle & Manufacturing Holdings, Inc., Arvinas, Inc., Ballard Power Systems, Inc., Douglas Dynamics, Inc., Grid Dynamics Holdings, Inc., Lincoln Educational Services Corporation, Replimune Group, Inc., Scholastic Corporation, Seneca Foods Corporation, Teekay Corporation Ltd., The Real Brokerage, Inc., Valneva SE. For 2024 the peer group consisted of Avanos Medical, Inc., Cantaloupe, Inc., EverQuote, Inc., Evolus, Inc., Funko, Inc., Gannett Co., Inc., HUYA, Inc., Iradimed Corporation, Inronwood Pharmaceuticals, Inc., JELD-WEN Holding, Inc., OneSpan, Inc., Shenandoah Telecommunications Company. For 2023 the peer group consisted of AudioCodes, Ltd., Blink Charging Co., bluebird bio, Inc., Community Health Systems, Inc., Ennis, Inc., Haynes International, Inc., Heidrick & Struggles International, Inc. i3 Verticals, Inc., Interface, Inc., Kimball Electronics, Inc., P.A.M. Transportation Services, Inc., Sleep Number Corporation. For 2022 the peer group consisted of CIRCOR International, Inc., Haverty Furniture Companies, Inc., Kezar Life Sciences, Inc., Lightwave Logic, Inc., MorphoSys AG, Nine Energy Service, Inc., Novonix Limited, Similarweb Ltd., Surmodics, Inc., trivago N.V., Tsakaos Energy Navigation Limited. For 2021 the peer group consisted of Adaptimmune Therapeutics plc, Bioceres Crop Solutions Corp., Deciphera Pharmaceuticals, Inc., Earthstone Energy, Inc., Entravision Communications Corporation, IRadimed Corporation, Loop Industries, Inc., Pharming Group N.V., ProQR Therapeutics, N.V., RE/MAX Holdings, Inc., Taseko Mines Limited, The RMR Group, Inc. |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
Relationship Between Compensation Actually Paid (CAP) and Performance As described in greater detail in “Executive Compensation and Other Information – Compensation Discussion and Analysis,” the Company’s executive compensation program considers a variety of attributes. The factors that the Compensation Committee deems relevant for both our long-term and short-term incentive awards are selected based on objectives of providing a competitive total compensation program that enables the Company to attract, retain and motivate executive management employees, align the interests of the named executive officers with the interests of our stockholders, and reward individual performance. However, the Company does not use net income or any other financial performance measure as a proxy for the overall performance of the Company and, it does not base any specific element of executive compensation on TSR, net income or any other specific financial performance measure.