2019 Proxy Statement
Independent DIRECTOR SINCE: 2014
POSITION:
DIRECTOR SINCE: 2014
POSITION:
Independent DIRECTOR SINCE: 2017
POSITION:
Independent DIRECTOR SINCE: 2003
POSITION:
Independent DIRECTOR SINCE: 2013
POSITION:
Independent DIRECTOR SINCE: 2012
POSITION:
Independent DIRECTOR SINCE: 2006
POSITION:
Independent DIRECTOR SINCE: 2012
POSITION:
Independent DIRECTOR SINCE: 2018
POSITION:
Independent DIRECTOR SINCE: 2015
POSITION:
* Director classes:
Key Facts about our Board
Mark R. Alexander Independent DIRECTOR SINCE: 2014
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Through his experience as a current CEO and as the
former President of Campbell Soup Company’s largest
division, Mr. Alexander brings to our Board strong
leadership skills and experience in developing and
executing business growth strategies. His past business
responsibilities include investing in brand-building,
innovation and expanded distribution, which correspond to
areas of focus at our business operations. His extensive
international experience with consumer branded products
and his background in marketing and customer relations
also provide our Board with expertise and insight as we
leverage our consumer brands in the global market.
* Director classes:
Keith J. Allman DIRECTOR SINCE: 2014
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Mr. Allman brings to our Board strong business leadership
skills, hands-on operational experience with our businesses
and valuable insight into our culture. He played an integral
role in developing our strategies to strengthen our brands
and improve our execution, which has helped to provide
the foundation for the current direction of our Company. His
key leadership positions within our Company have given
him deep knowledge of all aspects of our business, and he
also possesses a significant understanding of, and
experience with, complex operations as well as company-specific
customer expertise.
* Director classes:
Marie A. Ffolkes Independent DIRECTOR SINCE: 2017
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
As President, Industrial Gases, Americas of Air Products &
Chemicals, Inc., Ms. Ffolkes is responsible for leading the
strategy implementation and profitability of the company’s
industrial gases operations in North America and South
America. Ms. Ffolkes’ strong leadership experience allows
her to provide valuable contributions and perspectives to
our Board in areas important to our performance including
operations, finance, international markets, marketing and
personnel.
* Director classes:
J. Michael Losh Independent DIRECTOR SINCE: 2003
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Mr. Losh has strong leadership skills gained through
significant executive leadership positions and through his
service on boards of other publicly held companies in
various industries. His current activities provide him with
valuable exposure to developments in board oversight
responsibilities, corporate governance, risk management,
accounting and financial reporting, which enhances his
service to us as Chairman of our Board. In addition, Mr.
Losh has experience with and understands complex
international financial transactions. He possesses
substantial finance and accounting expertise gained
through his experience as Chief Financial Officer of large
organizations and through his service on other boards and
audit committees.
* Director classes:
 Richard A. Manoogian DIRECTOR SINCE: 1964
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Mr. Manoogian was instrumental in the dramatic growth of
Masco to become a global leader in the design,
manufacture and distribution of branded home
improvement and building products. His experience in
navigating our Company through various phases of its
transformation and diversification provides our Board with
unique and extensive knowledge of our Company’s history
and strategies. As a long-term leader at Masco, Mr.
Manoogian possesses firsthand knowledge of our
operations as well as a deep understanding of the
residential repair and remodeling and new home
construction industries.
* Director classes:
Christopher A. O'Herlihy Independent DIRECTOR SINCE: 2013
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Mr. O’Herlihy joined Illinois Tool Works Inc. in 1989. During
his 30 years with Illinois Tool Works, he has held several
executive positions through which he has acquired
extensive knowledge and experience in all aspects of
business, including business strategy, operations, mergers
and acquisitions, emerging markets, financial performance
and structure, legal matters and human resources/talent
management. His current responsibilities include
developing and executing the company’s overall corporate
growth strategy. He brings to our Board strategic insight
and understanding of complex business and manufacturing
operations, as well as a valuable perspective of
international business operations, gained through his
experience with a multi-billion dollar diversified global
organization.
* Director classes:
Donald R. Parfet Independent DIRECTOR SINCE: 2012
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
As an executive with responsibilities for numerous global
businesses, Mr. Parfet brings extensive financial and
operating experience to our Board, particularly in areas of
financial and corporate staff management and senior
operational practices for multiple global business units. His
experience in business development and venture capital
firms provides our Board with a valued perspective on
growth and strategy. He is also experienced in leading
strategic planning, risk assessment, human resource
planning and financial planning and controls. His global
operating experience, strong financial background and
proven leadership capabilities are especially important to
our Board’s consideration of product and geographic
expansion and business development opportunities.
* Director classes:
Lisa A. Payne Independent DIRECTOR SINCE: 2006
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Ms. Payne provides leadership and executive management
experience to our Board. She also possesses substantial
financial, accounting and corporate finance expertise
gained through her experience as Chief Financial Officer of
Taubman Centers and as an investment banker. Her
financial focus and proficiency helped guide Taubman
Centers through the economic recession and increase
shareholder value. She brings to our Board an
understanding of growth strategy. In addition, Ms. Payne’s
extensive experience in real estate investment,
development and acquisition gives her an informed and
thorough understanding of macroeconomic factors that
may impact our business.
* Director classes:
John C. Plant Independent DIRECTOR SINCE: 2012
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Based on his leadership positions with multi-billion dollar
diversified global companies, Mr. Plant brings to our Board
strategic insight and understanding of complex operations
as well as a valuable perspective of international business.
He understands how to manage a company through
economic cycles and major transactions. He has a strong
background in finance and extensive knowledge and
experience in all aspects of business, including operations,
business development matters, mergers and acquisitions,
financial performance and structure, legal matters and
human resources.
* Director classes:
Charles K. Stevens, III Independent DIRECTOR SINCE: 2018
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Mr. Stevens joined General Motors Company in 1983 with
the Buick Motor Division. In his over 30 years with General
Motors Company, Mr. Stevens acquired significant
leadership experience in financial and accounting
operations. His extensive background and expertise
provide to our management and Board a valuable
understanding of finance, financial operations, international
financial matters, mergers and acquisitions and consumer
goods. His past responsibilities include being a vital
contributor to developing and executing business strategies
to drive profitable growth, which benefit our Board as it
oversees our strategy.
* Director classes:
Reginald M. Turner Independent DIRECTOR SINCE: 2015
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
As an accomplished litigator and legal advisor with
expertise in labor and employment law and government
relations, Mr. Turner brings to our Board substantial insight
in these areas. His background, coupled with his service as
a director of a financial institution and a member of its
enterprise risk committee, make him a valuable asset to our
Board in the areas of risk management and finance. Mr.
Turner has numerous and varied experiences in business,
civic and charitable leadership roles, and his skills and
insight benefit our Board as it considers issues of risk
management, corporate governance and legal risk.
* Director classes:
Audit Committee 5 meetings in 2018
All members are independent and financially literate
Ms. Payne and Ms. Ffolkes and Messrs. Alexander, O’Herlihy, Parfet, Plant and Stevens qualify as “audit
committee financial experts” as defined in Item 407(d)(5)(ii) of Regulation S-K
Audit Committee key activities in 2018:
Audit Committee responsibilities include assisting the Board in its oversight of:
In addition, our Audit Committee reviews and discusses with management certain key financial and non-financial risks. Organization and Compensation Committee 6 meetings in 2018
All members are independent
Compensation Committee key activities in 2018:
Our Compensation Committee is responsible for:
In addition, our Compensation Committee evaluates risks arising from our compensation policies and practices, and has determined that such risks are not reasonably likely to have a material adverse effect on us. Our executive officers and other members of management report to the Compensation Committee on executive compensation programs at our business units to assess whether these programs or practices expose us to excessive risk. Corporate Governance and Nominating Committee 4 meetings in 2018
All members are independent
Governance Committee key activities in 2018:
Our Governance Committee is responsible for:
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