Dev Vardhan
AllegionAbout Dev Vardhan
Dev Vardhan, age 65 as of April 1, 2025, is an independent director of Allegion plc (ALLE) since 2020. He is a retired Senior Partner at McKinsey & Company with 25+ years advising CEOs and global operators on digital and business transformation, manufacturing and supply-chain design, M&A and innovation—skills the Board cites as highly aligned with Allegion’s strategy .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McKinsey & Company | Senior Partner (Chicago office) | 1993–2021 | Advised hundreds of CEOs and leaders on digital/business transformation; deep manufacturing, supply-chain, M&A and innovation expertise |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No current or prior public company directorships disclosed |
Board Governance
- Independence: Determined independent under NYSE standards and Allegion’s Corporate Governance Guidelines .
- Committees: Member—Audit & Finance; Compensation & Human Capital; Corporate Governance & Nominating (not a chair) .
- Tenure: Director since 2020; tenure 4.6 years calculated through 2025 AGM .
- Attendance: In 2020, incumbent directors attended 100% of Board meetings and on average 98.3% of Committee meetings; Vardhan’s attendance calculation excludes meetings prior to his Oct 27, 2020 appointment (policy expects AGM attendance) .
- Board conduct: Annual Board/Committee self-assessments with one-on-one interviews; executive sessions of independent directors at each meeting; oversight of risk (including cybersecurity), ESG, and succession; continuing education for directors .
- Insider trading/pledging: Policy prohibits directors from holding Allegion securities in margin accounts or pledging them as collateral—reducing hedging/pledging risk .
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees earned or paid in cash | 150,000 | 153,000 | 150,000 |
| Stock awards (grant-date fair value, RSUs) | 115,001 | 184,252 | 130,053 |
| All other compensation | 2,850 (dividend equivalents + Irish tax prep) | 3,513 (dividend equivalents + Irish tax prep + $150 product program) | 3,418 (dividend equivalents $1,865 + Irish tax prep $1,553) |
| Total compensation | 267,851 | 340,765 | 283,471 |
Performance Compensation
| Element | Details |
|---|---|
| Annual RSU grant (2024) | Granted June 6, 2024; grant-date fair value $130,053; unvested RSUs as of 12/31/2024: 1,105; time-based vesting (first anniversary) |
| Prior RSUs (2023) | Unvested RSUs as of 12/31/2023: 1,019; one off-cycle grants were for directors appointed outside AGM, but not applicable to Vardhan |
| Vesting/settlement terms | RSUs vest on first anniversary of grant; acceleration upon retirement, death or disability; shares generally issued within 30 days of vest or separation; dividend equivalents paid only upon vest/settlement |
| Performance metrics | None disclosed for director equity (time-based RSUs only; no revenue/EBITDA/TSR metrics) |
Other Directorships & Interlocks
- Current public company boards: None .
- Interlocks/conflicts: No interlocks disclosed; no related-party transactions involving Vardhan disclosed in the cited materials .
Expertise & Qualifications
- Digital/business transformation leader; manufacturing and supply-chain design; M&A and innovation (Board highlights fit with “seamless access” strategy) .
- Services/technology experience with global organizations; strategic and operational insight .
Equity Ownership
| Date (Record) | Ordinary Shares Owned | Options Exercisable/RSUs Vesting ≤60 Days | Ownership % of Outstanding |
|---|---|---|---|
| March 14, 2025 | 2,491 | — | <1% |
| Record date (2024 proxy) | 2,785 | 1,019 | <1% |
Note: Allegion’s policy prohibits margin accounts or pledging by directors, reducing alignment risk from collateralization .
Governance Assessment
- Committee breadth: Membership on all three key committees (Audit & Finance; Compensation & Human Capital; Corporate Governance & Nominating) enhances board effectiveness and cross-committee information flow .
- Independence and attendance: Independent status confirmed; attendance record framework indicates strong engagement, with executive sessions and annual self-assessments supporting oversight quality .
- Ownership alignment: Direct holdings modest (<1%) but ongoing annual RSU grants and prohibition on pledging/margin accounts are positive alignment signals; RSUs are time-based without performance metrics, typical for non-employee directors .
- Compensation structure: Balanced mix of cash retainer and equity RSUs; year-over-year variation in RSU fair value within market norms; “all other” compensation comprised of de minimis dividend equivalents and tax prep reimbursements—no gross-ups or unusual perquisites disclosed .
- Potential conflicts: No other public board roles or related-party exposures disclosed; Insider Trading Policy mitigates hedging/pledging risks .
RED FLAGS
- None identified in filings: No pledging/hedging allowed ; no related-party transactions disclosed for Vardhan ; attendance practices robust .
- Monitoring items: Director equity is entirely time-based (no performance linkage), which is standard but provides limited pay-for-performance alignment relative to executives .