Ellen Rubin
AllegionAbout Ellen Rubin
Independent director since 2023 (age 56), Ellen Rubin is a serial founder and former CEO in enterprise IT and cloud infrastructure, currently an Operating Partner at Glasswing Ventures (AI/frontier tech VC). Her board tenure at Allegion is ~2.2 years through the 2025 AGM and she is designated independent under NYSE standards and the company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Causely, Inc. | Founder & Chief Executive Officer | 2022 – Sep 2024 | Led an IT operations company through concept and growth stages; serial founder/CEO experience cited as valuable for Allegion’s technology-led growth . |
| Amazon Web Services | General Manager, Hybrid Cloud Services | 2020 – 2021 | Senior operating role in cloud services; relevant to Allegion’s digital/connected solutions strategy . |
| ClearSky Data, Inc. | Founder & Chief Executive Officer | 2014 – 2020 | Built an enterprise hybrid cloud storage company through multiple funding rounds to successful exits . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Glasswing Ventures | Operating Partner | Nov 2024 – present | VC firm investing in AI/frontier tech; adds innovation and ecosystem insight . |
| Chase Corporation (formerly NYSE: CCF) | Director (prior) | Not disclosed | Prior public company directorship; no current public boards listed for Rubin . |
Board Governance
- Committee memberships: Audit & Finance; Compensation & Human Capital; Corporate Governance & Nominating. Rubin is a member of all three and is not a chair (chairs are Susan Main—Audit; Steven Mizell—Compensation; Lauren Peters—Corporate Governance) .
- Independence: The Board determined all non-employee directors (including Rubin) are independent; members of Audit and Compensation committees meet heightened independence standards .
- Attendance and engagement: In 2024, each director attended at least 87% of Board meetings and 100% of the committee meetings on which they served; Board held 8 meetings, Audit & Finance 14, Compensation 5, Corporate Governance 5 .
- Executive sessions: Independent directors meet in executive session at each Board and most committee meetings; Rubin participates as an independent director .
- Risk oversight and ESG: Board oversees cybersecurity, privacy, disruptive technology, and ESG; Corporate Governance Committee assists with ESG oversight .
- Conflicts oversight: Corporate Governance Committee reviews director independence, outside board memberships, and potential conflicts; limits on other boards: ≤3 other public boards for non-employee directors; ≤2 public boards for the CEO .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Standard non-employee director retainer; payable quarterly . |
| Committee chair retainer | $0 | Rubin is not a committee chair; chair fees: Audit $25,000; Compensation $25,000; Corporate Governance $15,000, effective June 6, 2024 . |
| Special meeting fees | As applicable ($1,500/meeting) | Not itemized for Rubin in 2024 totals . |
| All Other Compensation | $3,566 | Includes dividend equivalents ($2,013) and Irish tax prep fees ($1,553) for Rubin . |
Performance Compensation
| Equity Element | Grant Date | Grant Value | Units/Status | Vesting |
|---|---|---|---|---|
| Annual RSUs | June 6, 2024 | $130,053 | 1,105 unvested RSUs as of Dec 31, 2024 | Vests after one year, contingent on continued Board service . |
Directors do not receive performance-conditioned PSUs or options as part of the standard director program; equity is time-based RSUs intended to align with shareholders and support retention .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| Chase Corporation | Director | Prior | No current public company directorships disclosed for Rubin; interlock risk currently low . |
Expertise & Qualifications
- Skills: Innovation/Technology; Capital Allocation; Strategy/M&A; Human Capital; Business Leadership/Operations; service on other public company boards (prior) .
- Credentials/recognition: Top 10 Women in Cloud (CloudNow), Woman to Watch (Mass High Tech), Rising Star Entrepreneur (NEVCA) .
Equity Ownership
| Holder | Ordinary Shares | Notional Shares | Options Exercisable within 60 days | Percent of Outstanding |
|---|---|---|---|---|
| Ellen Rubin | 838 | — | — | <1% (*) |
- Unvested director RSUs: Rubin held 1,105 unvested RSUs at Dec 31, 2024 .
- Ownership guidelines: Non-employee directors must hold shares equal to 3× annual cash retainer; all non-employee directors were in compliance or on track as of Dec 31, 2024 .
- Anti-hedging/anti-pledging: Hedging and pledging are prohibited; no directors have pledged Company securities .
Governance Assessment
- Strengths: Independent, serves on all three key committees; full committee attendance; equity-aligned compensation with share ownership requirements; robust anti-hedging/pledging and clawback policies; no related party transactions since Jan 1, 2024 .
- Potential watch items: External role as Operating Partner at an AI/frontier tech VC (Glasswing) could create indirect ecosystem overlaps; however, Corporate Governance Committee reviews conflicts and outside roles and requires disclosure/approval, reducing risk .
- Shareholder confidence signals: Separate independent Chair; rigorous board refreshment and diversity; say-on-pay approval ~85% at 2024 AGM reflects generally positive investor sentiment on compensation practices .
Director Compensation Summary (FY 2024)
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $150,000 |
| Stock awards (RSUs) | $130,053 |
| All other compensation | $3,566 |
| Total | $283,619 |
Committee Memberships (Current)
| Committee | Member | Chair |
|---|---|---|
| Audit & Finance | Ellen Rubin | Susan L. Main |
| Compensation & Human Capital | Ellen Rubin | Steven C. Mizell |
| Corporate Governance & Nominating | Ellen Rubin | Lauren B. Peters |
Attendance (FY 2024)
| Body | Meetings Held | Attendance Standard |
|---|---|---|
| Board | 8 | Each director ≥87% |
| Audit & Finance | 14 | 100% on committees served |
| Compensation & Human Capital | 5 | 100% on committees served |
| Corporate Governance & Nominating | 5 | 100% on committees served |
Policies Relevant to Investor Alignment
- Director ownership guideline: 3× retainer; compliance/on-track for all non-employee directors .
- Anti-hedging/anti-pledging: Prohibited; no pledges outstanding .
- Clawbacks: NYSE Rule 10D-1 compliant plus enhanced recoupment for time- and performance-based awards in cases of restatement due to fraud or termination for cause .
- Related person transactions: None >$120,000 since Jan 1, 2024 .
- Section 16 compliance: All timely except one late Form 4 for a different director; implies Rubin’s filings timely in 2024 .