Susan Main
AllegionAbout Susan Main
Independent director at Allegion plc since 2023; age 66. She is Chair of the Audit and Finance Committee (since 2024) and designated an SEC “Audit Committee Financial Expert.” Prior roles include Senior Vice President & CFO of Teledyne Technologies (2012–2023) and VP & Controller at Teledyne (2004–2012) and WaterPik Technologies (1999–2004). Tenure on Allegion’s board is ~1.7 years through the 2025 AGM; education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teledyne Technologies (NYSE: TDY) | Senior Vice President & Chief Financial Officer | 2012–2023 | Four decades of public-company finance; financial lead for 50+ acquisitions; ERP integration oversight |
| Teledyne Technologies | Vice President & Controller | 2004–2012 | Public-company controller experience; audit and financial reporting leadership |
| WaterPik Technologies | Vice President & Controller | 1999–2004 | Controller duties across industrial/healthcare products |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashland Inc. (NYSE: ASH) | Director | Current | Public company governance experience; committee specifics not disclosed |
| Garrett Motion Inc. (NASDAQ: GTX) | Director | Prior | Prior public company board service |
Board Governance
- Independent director; all committee chairs and members are independent under NYSE and SEC rules.
- Current committee roles: Chair, Audit & Finance; member, Compensation & Human Capital (signatory on committee report).
- Attendance: each director attended at least 87% of Board meetings and 100% of their committee meetings in 2024 (Board held 8; Audit & Finance 14; Compensation & Human Capital 5; Corporate Governance & Nominating 5).
- Executive sessions of independent directors are generally held at each Board and Committee meeting.
- Anti-hedging and anti-pledging policy; no directors or executive officers have pledged company securities.
Fixed Compensation
Director Compensation Program Elements (2024):
| Element | Value | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Payable quarterly |
| Audit & Finance Committee Chair cash retainer | $25,000 | Increased from $15,000 effective June 6, 2024 |
| Special meeting/planning session fee | $1,500 per meeting | Applies to special/unplanned sessions |
| Annual RSU grant (non-employee directors) | $130,000 | Vests after one year if director remains on Board |
Susan Main – 2024 Director Compensation:
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash ($) | $157,609 |
| Stock Awards ($) | $130,053 (aggregate grant-date fair value of RSUs granted June 6, 2024) |
| All Other Compensation ($) | $4,656 |
| Total ($) | $292,318 |
All Other Compensation (2024) – Breakdown:
| Item | Amount |
|---|---|
| Dividend equivalents paid upon RSU vesting | $1,103 |
| Irish tax preparation fees | $1,553 |
| Director Product Program reimbursement | $2,000 |
Performance Compensation
- Director equity is time-based RSUs; no performance metrics are applied to director RSUs (vest after one year if serving on the Board).
RSU Award Details (Susan Main, 2024):
| Item | Detail |
|---|---|
| Award type | RSUs (director annual grant) |
| Grant date | June 6, 2024 |
| Grant-date fair value | $130,053 |
| Vesting | One year, contingent on continued Board service |
| Unvested RSUs at 12/31/2024 | 1,105 |
| Dividend equivalents | Accrued; paid upon vesting |
Other Directorships & Interlocks
| Company | Relationship to Allegion | Potential Interlock/Conflict |
|---|---|---|
| Ashland Inc. (ASH) | Independent director | No related-party transactions over $120,000 disclosed by Allegion; no pledging; director time-commitment limits in place |
Expertise & Qualifications
- Audit committee financial expert; deep financial reporting and capital allocation expertise (public-company CFO and controller background).
- Extensive M&A execution (financial lead for 50+ acquisitions); ERP/IT integration oversight.
- Industrial/manufacturing, innovation/technology, global business experience per Allegion’s board skills matrix.
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Ordinary shares beneficially owned (as of 3/14/2025) | 556 shares; <1% of outstanding (86,183,859 shares) |
| Options exercisable within 60 days | 0 |
| Unvested RSUs (as of 12/31/2024) | 1,105 |
| Pledged shares | None (pledging prohibited; none pledged) |
| Director stock ownership guideline | 3x annual cash retainer; all non-employee directors in compliance or on track as of 12/31/2024 |
Insider Filing Note:
| Date | Form | Description | Note |
|---|---|---|---|
| Sept 9, 2024 | Form 4 | Shares withheld to cover tax withholding obligations | Filed one day late due to administrative technical error |
Governance Assessment
- Strengths: Independent status; Audit & Finance Committee Chair; designated audit committee financial expert; strong finance/M&A background; full committee independence; robust anti-hedging/anti-pledging; ownership guidelines compliance/on track; strong attendance; executive sessions foster independent oversight.
- Shareholder support: 2025 AGM director election results for Susan Main—For 74,988,108; Against 520,212; Abstain 127,307; Broker non-votes 3,759,050—indicating strong support.
- Red flags: One immaterial late Form 4 (administrative/technical, one day, tax withholding) noted; no related-party transactions >$120,000; no pledging or hedging permitted.
Shareholder Votes (Sentiment Indicators)
| Proposal/Item (2025 AGM) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director Election – Susan L. Main | 74,988,108 | 520,212 | 127,307 | 3,759,050 |
| Say-on-Pay (NEO compensation) | 70,762,299 | 4,764,005 | 109,323 | 3,759,050 |
Related Party Transactions (Conflict of Interest Check)
- Allegion reports no related person transactions since Jan 1, 2024 over $120,000 involving any director or immediate family.
Compensation Committee Analysis (Context)
- Susan Main is a member of the Compensation & Human Capital Committee; the committee uses an independent consultant (FW Cook), maintains robust clawback policies, and emphasizes pay-for-performance for executives.
Independence, Engagement & Board Effectiveness
- Independence confirmed for all committee members and chairs; board maintains separate independent Chair role (Lauren Peters) and holds frequent executive sessions; committee charters reviewed annually; board self-assessments conducted via one-on-one interviews.