Gregg Sengstack

About Gregg C. Sengstack

Gregg C. Sengstack (age 66) is an independent director of Allegion plc, appointed in December 2024, with 0.5 years of tenure as of the 2025 AGM. He is Executive Chairperson (and former CEO) of Franklin Electric (NASDAQ: FELE), bringing three decades of global industrial leadership, M&A execution, and finance experience; he is also a current director of Woodward, Inc. (NASDAQ: WWD) .

Past Roles

External Roles

Board Governance

• Independence and service: Independent under NYSE standards and Allegion guidelines; director since 2024 (appointed December 2024). Board tenure 0.5 years as of the 2025 AGM .
• Committee memberships: Member, Audit and Finance Committee; Member, Compensation and Human Capital Committee. He is not a committee chair (chairs: Audit—Susan Main; Compensation—Steven Mizell; Corporate Governance—Lauren Peters) .
• Attendance: In 2024, each current director attended at least 87% of Board meetings and 100% of the committees on which they served during their service period; meetings prior to Mr. Sengstack’s December 2024 appointment are excluded from his attendance calculation. 2024 meetings held: Board (8), Audit (14), Compensation (5), Corporate Governance (5) .
• Board structure and practices: Non-executive independent Chair (Lauren B. Peters); frequent executive sessions of independent directors generally at each Board and committee meeting; annual Board/committee self-assessments with interviews; 10‑year term limit for non-employee directors (waivable); robust risk oversight including cybersecurity and ESG .
• Overboarding/time-commitment guardrails: Non-employee directors may not serve on >3 other public boards; those who serve as an executive officer of a public company may not serve on the board of more than one other public company without prior Board approval; audit committee “two other audit committees” cap .

Fixed Compensation (Director)

Performance Compensation (Director)

Additional director programs/policies: Product program up to $2,000 at cost for personal use; director share ownership guideline of 3x annual cash retainer with required hold-until-compliant; all non-employee directors in compliance or on track as of Dec 31, 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Industrial/manufacturing leadership; capital allocation; strategy/M&A; global operations; financial expertise (former CFO) .
• Senior leadership role category “Chair/CEO” in Board skills matrix; brings international market development and connected/IoT solutions experience aligned with Allegion’s electronic/mechanical access portfolio .

Equity Ownership

Governance Assessment

• Strengths: Independent; serves on both Audit and Compensation committees (key levers of oversight); high attendance standards; robust anti-hedging/anti-pledging policy; no related-party transactions; board limits on time commitments; annual self-assessments and frequent executive sessions enhance board effectiveness .
• Potential watch items: Active executive role at FELE alongside Allegion and WWD board duties raises time-commitment considerations; Allegion’s policy addresses overboarding and requires committee oversight for new board service; Board affirmed heightened independence for Audit/Comp members .
• Alignment: Director compensation mix emphasizes equity (time-based RSUs) with one-year vesting and ownership guidelines; anti-hedging/pledging further supports alignment with shareholders .
• Broader governance climate: 2024 Say‑on‑Pay support ~85% and enhanced clawback policies in 2024 (including discretion to recoup time‑based awards upon termination for cause) indicate responsiveness to investor feedback and governance rigor (applies to executives; signals overall philosophy) .

Attendance/meetings context: 2024 meetings—Board (8), Audit (14), Compensation (5), Corporate Governance (5). Directors attended ≥87% of Board and 100% of their committees during their service period in 2024; Sengstack appointed December 2024 .

RED FLAGS: None disclosed regarding pledging, related‑party transactions, SEC investigations, or option repricing. No late Section 16 filings identified for Sengstack; one late Section 16 filing in 2024 pertained to a different director (administrative/technical) .

Notes on Compensation Committee and Audit Engagement

• Sengstack is a member of the Compensation and Human Capital Committee (independent consultant FW Cook retained; clawback enhancements; risk review concluded no excessive risk in 2024) .
• As an Audit and Finance Committee member, he shares responsibility for oversight of financial reporting, internal controls, auditor independence (PwC), and financial risk management; the 2024 audit committee report affirms PwC independence and recommends inclusion of audited statements in the 10‑K .

Director Compensation Detail (2024)

Standard director program as of June 6, 2024: cash retainer $150,000; RSU $130,000; chair fees (Audit $25k; Comp $25k; Gov $15k); special meetings $1,500; pro rata equity for off‑cycle appointments .

Director Attendance & Committees

Other Governance Policies

• Anti-hedging/anti-pledging and prohibition on margin accounts for directors and executives .
• Related person transaction policy overseen by Corporate Governance and Nominating Committee; none reported since Jan 1, 2024 .
• Executive/Board independence determinations and heightened standards for Audit/Comp committees satisfied .
• Executive sessions generally at each Board and committee meeting .

Shareholder Context

• Say‑on‑Pay support: ~85% at 2024 AGM; ongoing shareholder outreach disclosed .

Overall implication: Sengstack adds seasoned industrial CEO/CFO credentials and M&A/portfolio transformation acumen to Allegion’s board, reinforced by service on both Audit and Compensation committees. Policy safeguards (ownership, anti‑hedging/pledging, overboarding limits) and no related‑party transactions mitigate conflict risk; time‑commitment remains the primary item to monitor given concurrent FELE executive chair role and WWD directorship .