Linda Knoll
About Linda I. Knoll
Linda I. Knoll, age 64, is an independent director of Astec Industries since 2022. She is the former Chief Human Resources Officer of Fiat Chrysler Automobiles (FCA) and CNH Industrial, with 25 years at CNH in global manufacturing, product development, and M&A integration; she served on CNH’s Group Executive Council for 15 years and the equivalent leadership team at FCA for 10 years. She holds a Bachelor of Science from Central Michigan University. At Astec, she chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNH Industrial | VP & GM, Crop Production; VP Industrial Operations (NA restructuring); EVP WW Manufacturing; EVP WW Product Development; CHRO | 1994–2007 (ops/product roles); CHRO from late 2007 | Manufacturing restructuring/integration; global operations leadership; senior Group Executive Council member for 15 years |
| Fiat Chrysler Automobiles (FCA) | Chief Human Resources Officer | ~10 years | Group leadership team member; human capital, global HR strategy |
| General Dynamics | Supply chain and program management positions | >10 years | Operations/program management foundation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Schneider Electric SE | Director | Since 2014 | Chair, Human Capital & Remuneration; Member, Governance & Sustainability |
| Iveco Group N.V. | Director | Since 2022 | Chair, Human Capital & Compensation; Member, ESG Committee |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. All committee members are independent per Nasdaq rules.
- Independence: Board affirms all directors except the CEO are independent; independent directors meet in executive session at least four times per year.
- Attendance: In 2024 the Board met six times; each incumbent director attended at least 75% of the aggregate Board and committee meetings on which they served. Audit met 9 times; Compensation 4; Nominating & Corporate Governance 3.
- Board leadership: The Chair is an independent director (William D. Gehl).
- Compensation Committee practices: Uses independent consultant FW Cook; no compensation committee interlocks or insider participation; consultant assessed independent with no conflicts.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director fees paid in cash | $91,875 | Fees earned/paid in cash per director compensation table |
| Annual Board retainer | $75,000 | Payable in cash, stock, or deferred stock; elected individually |
| Compensation Committee Chair retainer | $15,000 | Supplemental annual retainer |
| Nominating & Corporate Governance Committee non-chair retainer | $7,500 | Supplemental annual retainer |
Performance Compensation
| Equity Component | Grant Value | Structure | Vesting |
|---|---|---|---|
| Annual RSU grant | $125,000 | Non-employee director RSUs | Vests/converts to shares on the day prior to next Annual Meeting (unless deferred) |
| Performance metrics | N/A | Director equity is time-based RSUs; no TSR/ROIC metrics applied to director awards | N/A |
Other Directorships & Interlocks
| Company | Sector Link to Astec | Potential Interlock Risk |
|---|---|---|
| Schneider Electric SE | Electrical/industrial equipment vs. Astec heavy equipment | No related party transactions disclosed involving Schneider; only disclosed RPT in 2024 was sales to Prairie Contractors (another director’s company), ratified by Audit Committee |
| Iveco Group N.V. | Commercial vehicles/industrial | No related party transactions disclosed involving Iveco |
Related-party transactions: 2024 disclosure cites only sales to Prairie Contractors ($499,746; <0.1% of net sales), ratified by Audit Committee; no other director-related transactions indicated.
Expertise & Qualifications
- Global industrial manufacturing operations; product development; restructuring/M&A integration across multi-billion-dollar enterprises.
- Human capital leadership; compensation governance; committee chair experience at Schneider Electric and Iveco Group.
- International experience across North America and global operations; strategic leadership credentials.
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Beneficial ownership (shares) | 8,540 | Less than 1% of class per beneficial ownership table |
| Unvested director RSUs (12/31/24) | 2,976 | Aggregate unvested RSUs held as of year-end |
| Ownership guidelines | 5x annual board retainer | Non-employee directors must hold ≥5× retainer; until met, must retain 75% of net shares |
| Compliance status | In compliance via retention requirement | Directors appointed in 2022 or after retained ≥75% net shares; Gehl, Cook, Howell met full target; others in compliance by retention |
| Anti-hedging | Prohibited | Company policy prohibits hedging or speculative transactions by directors |
| Clawback | Applicable to awards | Equity awards subject to compensation recoupment policy (Section 10D-1/Nasdaq) |
Governance Assessment
- Strengths: Independent chair; independent committees; executive sessions; robust shareholder engagement; high say‑on‑pay support (98% approval in 2024).
- Committee leadership: As Compensation Committee Chair, Knoll oversees pay design supported by an independent consultant (FW Cook), with emphasized pay-for-performance alignment (AIP metrics: Adjusted EBITDA, Working Capital Turnover; LTI PSUs: Adjusted ROIC and relative TSR for executives).
- Alignment policies: Director stock ownership guidelines (5× retainer) and anti‑hedging bolster alignment; clawback applies to equity awards.
- Conflicts/Red flags: No compensation committee interlocks or insider participation; no related-party transactions disclosed involving Knoll; only RPT disclosed pertains to another director and was Audit‑ratified; no hedging permitted.
- Attendance/engagement: Board/committee attendance ≥75%; committees met regularly (Audit 9; Compensation 4; NCGC 3).
Implications: Knoll’s deep industrial and human capital expertise, plus multi-committee chair roles across public companies, support board effectiveness on pay and talent. The absence of disclosed conflicts, strong alignment policies, and high say‑on‑pay support collectively reinforce investor confidence in Astec’s governance under her Compensation Committee leadership.