The LGL Group (LGL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 2, 2025, to elect six directors, approve executive compensation, and ratify the external auditor appointment.

• Board recommends voting for all director nominees, say-on-pay, and auditor ratification.

• Company operates in manufacturing and merchant investment, with a recent spin-off of M-tron Industries.

• Forward-looking statements are subject to risks and uncertainties as outlined in the annual report.

Voting matters and shareholder proposals

• Proposals include election of six directors (five independent), advisory vote on executive compensation, and ratification of PKF O'Connor Davies, LLP as auditor.

• Shareholders may submit proposals for the 2026 meeting by December 31, 2025, and nominate directors per by-law procedures.

• Board recommends voting for all proposals.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; average age 58, average tenure 6.2 years, 17% women, 17% racial/ethnic diversity.

• Board committees: Audit, Compensation, Nominating, and Investment, each with defined charters and responsibilities.

• Board leadership structure allows flexibility; currently, CEO and Chairman roles are combined.

• Directors are encouraged to attend annual meetings; all attended in 2024.

• Board skills include financial expertise, governance, CEO experience, M&A, and manufacturing industry knowledge.