Russell Toney
ALBANY INTERNATIONAL CORP /DE/About Russell E. Toney
Independent director of Albany International (AIN) since 2022; age 55. Currently President of Nortek Air Solutions; prior roles include President, Specialty Products Group at Dover (2018–2023), senior roles at GE (Plastics and Energy), Boston Consulting Group, and Procter & Gamble. Education: BS Chemical Engineering (University of Dayton) and MBA (UVA Darden). Serves on AIN’s Audit and Compensation Committees and is deemed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nortek Air Solutions | President | Current | Industrial operations leadership |
| Dover Corporation | President, Specialty Products Group; SVP Global Sourcing | 2018–2023; prior SVP | Led revenue growth, supply chain, innovation center responsibility |
| General Electric (GE) | Sales, supply chain, and commercial leadership (Plastics, Energy) | 13 years | Cross-functional leadership in engineered materials/energy |
| The Boston Consulting Group | Strategy consultant | Prior | Strategy advisory experience |
| Procter & Gamble | Engineering and manufacturing roles | Prior | Early career technical/ops grounding |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| None disclosed | — | — | AIN proxy lists no other public company boards for Mr. Toney |
Board Governance
- Independence: AIN states all directors except the CEO are independent; committees (Audit, Compensation, Governance) are fully independent. Mr. Toney is independent and serves on Audit and Compensation .
- Committee assignments/roles:
- Audit Committee: Member; committee met 9 times in 2024, 96% attendance; all members deemed “financial experts” under Item 407 Reg S-K .
- Compensation Committee: Member; committee met 4 times in 2024, 100% attendance; no interlocks or insider participation in 2024 .
- Board leadership/attendance: Non-executive Chair structure; Board met 10 times in 2024 with 97% attendance; non-management directors hold executive sessions each regular meeting .
- Related-party transactions: None since Jan 1, 2024 (Audit Committee screens/approves per policy) .
- Anti-hedging/pledging: Prohibitions in place; insider trading policy filed with 10-K .
Fixed Compensation (Director Pay Structure)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Effective Jan 2024 |
| Audit Chair / member fees | Chair $22,000; Member $12,000 | Mr. Toney is an Audit member |
| Compensation Chair / member fees | Chair $15,000; Member $7,500 | Mr. Toney is a Compensation member |
| Governance Chair / member fees | Chair $12,000; Member $7,000 | — |
| Board Chair retainer | $100,000 | Not applicable to Toney |
| Meeting/other business day fee | $1,500/day (non-meeting Company business) | Effective Jan 1, 2024 |
| Director | 2024 Cash Earned | 2024 Stock (paid in shares) | Total |
|---|---|---|---|
| Russell E. Toney | $104,567 | $134,933 | $239,500 |
- Ownership guidelines: Directors expected to hold stock equal to 3x annual cash + stock retainer; ability to take cash retainer in stock and/or defer equity via RSUs under 2023 plan .
Performance Compensation (Director Equity)
| Element | Plan/Terms | Grant Size/Structure |
|---|---|---|
| Annual equity grant (Class A common stock) | Paid shortly after Annual Meeting; pro-rated for partial year | $135,000 value for all non-employee directors in 2024 |
| Optional deferral | Directors may defer equity into RSUs under 2023 LTIP | Per election window and award agreement |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | Compensation Committee disclosed no interlocks in 2024 . No related-party transactions involving Toney reported . |
Expertise & Qualifications
- Industrial operating leadership (manufacturing, supply chain, engineered materials); general management across diversified industrials .
- Strategy and commercial expertise (BCG, GE commercial roles) .
- Education: BS Chemical Engineering (University of Dayton); MBA (Darden/UVA) .
- Audit Committee financial expert designation applies to all Audit members (including Toney) per Board determination .
Equity Ownership
| Holder | Shares Beneficially Owned (3/1/2025) | % of Outstanding | Pledged? |
|---|---|---|---|
| Russell E. Toney | 3,944 | <1% (line item marked “(a) less than 1%”) | Company disclosure indicates no shares pledged for listed directors/officers |
Insider Trades and Ownership Alignment
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2022-05-23 | 2022-05-20 | Director grant | 1,100 | 1,100 | |
| 2023-05-15 | 2023-05-12 | Director grant | 1,320 | 2,430 | |
| 2024-05-13 | 2024-05-10 | Director grant | 1,520 | 3,940 |
- Additional Form 4 record present June 3, 2025 (director grant) per SEC listing index .
Compensation Committee Analysis (Context for governance)
- Consultant: Pearl Meyer retained; independence assessed under NYSE criteria; 2024 fees $49,360 .
- Peer group used for benchmarking (examples: Teledyne, Curtiss-Wright, Woodward, Hexcel, HEICO, BWX, Triumph, Graco, etc.) .
- Program credibility: 2024 Say‑on‑Pay approval 93.88% .
- 2025 program updates added PSUs with metrics broadening to Adjusted EBITDA, ROIC, and relative TSR (vs. prior 100% Adj. EBITDA for long-term), aligning incentives with returns and market performance .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval | Notes |
|---|---|---|
| 2024 | 93.88% | Cited by Compensation Discussion & Analysis; Board/Committee consider feedback in program design . |
Risk Indicators & Red Flags
- Related-party transactions involving directors/officers: None reported since Jan 1, 2024 .
- Hedging/pledging: Prohibited; anti-hedging policy in place .
- Audit Committee independence/financial literacy: All members independent and “financial experts” (mitigates financial reporting risk) .
- Attendance: Board 97% and committee attendance 96–100% in 2024, with Toney serving on both Audit and Compensation throughout 2024 (supports engagement) .
Governance Assessment
-
Strengths
- Independent director with relevant industrial/operations expertise; sits on two key independent committees (Audit and Compensation) .
- Strong overall board/committee attendance and non-executive chair structure; regular executive sessions for non-management directors .
- No related-party transactions; anti‑hedging/pledging policy; Audit Committee members designated as financial experts .
- Director equity grants plus ownership guidelines enhance alignment; Mr. Toney accumulated 3,944 shares through annual director grants as of March 1, 2025 ; Form 4s evidence consistent share accrual .
-
Watch items
- Ownership guideline compliance status is not explicitly disclosed by director; guidelines require 3x annual cash+stock retainer, but compliance timing/valuation is not provided (monitor future proxies for status) .
- AEC performance volatility noted in executive comp metrics (not director-specific) underscores need for robust oversight; however, committee structure and metric diversification in 2025 LTIP are positives .
Overall, Russell Toney’s committee roles, independence, attendance, and accumulating stock ownership indicate solid alignment and governance effectiveness, with no apparent conflicts or red flags disclosed in the latest proxy .