Mark Gliebe
About Mark J. Gliebe
Mark J. Gliebe (age 64) is an independent Class II director of Astec Industries, serving since 2022 with his current term expiring at the 2027 Annual Meeting; he is designated an Audit Committee financial expert and serves on the Audit and Compensation Committees . He is the former Chairman and CEO of Regal Beloit (now Regal Rexnord), retiring in 2019 after eight years as CEO; prior roles include President & COO (2005–2011) at Regal Beloit and 22 years at General Electric in progressively senior positions . He holds a BS in Computer Science from Bowling Green State University and an MBA from Cleveland State University . The Board affirms his independence under Nasdaq rules; independent directors meet in executive session at least four times annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regal Beloit (Regal Rexnord, NYSE: RRX) | Chairman & CEO | ~2011–2019 (8 years as CEO) | Drove operational excellence, aligned incentives with performance and accountability |
| Regal Beloit | President & COO | 2005–2011 | Operating expertise in complex global manufacturing |
| General Electric | Various roles | 22 years | Progressive leadership across manufacturing operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spring Window Fashions (AEA Investors portfolio company) | Former Board Member | Not disclosed | >$1B portfolio company; prior private governance experience |
| Joy Global, Inc. | Former Board Member | Not disclosed | Prior public company board |
| National Electrical Manufacturing Association | Former Board Member | Not disclosed | Industry association governance |
Board Governance
- Committees: Audit Committee (member; financial expert), Compensation Committee (member). Chair roles: none; Audit Chair is Tracey Cook; Compensation Chair is Linda Knoll .
- Independence: Board states all directors except the CEO are independent; all members of Audit, Compensation, and Nominating & Corporate Governance are independent .
- QLCC designation: Audit Committee serves as the Qualified Legal Compliance Committee (QLCC) for material securities law or fiduciary breach reports .
- Meeting cadence and attendance: Board held 6 meetings in 2024; Audit Committee held 9; Compensation Committee held 4. Each incumbent director attended at least 75% of Board and applicable committee meetings; independent directors hold executive sessions at least quarterly .
| Governance Metric (2024) | Count/Status |
|---|---|
| Board meetings held | 6 |
| Audit Committee meetings | 9 |
| Compensation Committee meetings | 4 |
| Audit Committee composition | Cook (Chair), Gliebe, Jain, Shannon; all independent; Gliebe is a financial expert |
| Compensation Committee composition | Knoll (Chair), Cook, Gliebe, Jackson; all independent |
| Director attendance threshold | ≥75% for each incumbent director |
| Executive sessions | At least 4 per year (after each quarterly Board meeting) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $75,000 | Directors may elect cash, stock, or deferred stock |
| Audit Committee non-chair supplemental retainer | $10,000 | Applies to non-chair AC members |
| Compensation Committee non-chair supplemental retainer | $7,500 | Applies to non-chair CC members |
| Meeting fees | None disclosed | Program structured via retainers; no meeting fees listed |
| Director Compensation (Mark J. Gliebe, 2024) | Amount (USD) |
|---|---|
| Fees Earned (Paid in Cash) | $92,500 |
| Stock Awards (Grant-date fair value of RSUs) | $125,000 |
| Total | $217,500 |
Performance Compensation
- Structure: Non-employee director equity is an annual RSU grant valued at $125,000; RSUs vest and convert to shares on the day prior to the next Annual Meeting unless deferred; value increased from $110,000 to $125,000 in May 2024 following review by an independent consultant to align with peer median .
- Performance metrics: None for directors; RSUs are time-based, not tied to financial/ESG performance goals .
- Change-in-control treatment: Under the 2025 Equity Incentive Plan, unassumed awards fully vest (time-based restrictions lapse) upon a change in control; if assumed and the participant is terminated without cause or resigns for good reason within one year, time-based vesting restrictions lapse; performance awards pay out pro rata at target/actual depending on timing .
| Equity Award Feature | Terms |
|---|---|
| Annual RSU grant value | $125,000 (post-May 2024 adjustment) |
| Vesting schedule | Vests on day prior to next Annual Meeting (unless deferred) |
| Deferral elections | Allowed; dividend equivalents credited in deferred account |
| Change-in-control acceleration (unassumed awards) | Time-based restrictions lapse; options/SARs fully vest |
| Change-in-control (assumed; termination within 1 year) | Time-based restrictions lapse; performance awards pro rata at target/actual |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed other than Astec |
| Prior public boards | Joy Global, Inc. |
| Private/association boards | Spring Window Fashions (AEA portfolio), National Electrical Manufacturing Association |
| Potential interlocks/conflicts | None disclosed involving Gliebe; related-party sales noted for another director (Winford) were ratified by Audit Committee (~$499,746, <0.1% net sales) |
Expertise & Qualifications
- Designated Audit Committee financial expert; deep finance and manufacturing operations experience across global industrial businesses; prior public company CEO credentials; M&A and integration expertise; capital markets familiarity; corporate governance knowledge .
- Board qualifications matrix flags Finance, Industry Experience, Strategy, Public Company Executive Experience among sought attributes; Audit Committee financial expert designation explicitly noted .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned (Feb 27, 2025) | 6,963 |
| Shares outstanding (basis for % calc) | 22,803,976 |
| Ownership as % of outstanding | ~0.0305% (computed from 6,963/22,803,976) |
| Unvested RSUs held (Dec 31, 2024) | 2,976 |
| Deferred stock awards | None listed for Gliebe |
| Director ownership guideline | ≥5x annual retainer (i.e., ≥$375,000 at $75,000 retainer); retain 75% of net shares until met |
| Compliance status | In compliance with retention rule; only Gehl, Cook, Howell had met target ownership as of Jan 1, 2025 |
Governance Assessment
- Strengths: Independent director with relevant industrial CEO experience; Audit Committee financial expert; active committee participation (Audit and Compensation); strong governance infrastructure (majority-independent Board, regular executive sessions, QLCC); anti-hedging policy; director ownership guidelines enforce retention until target met .
- Pay and alignment: Balanced mix of fixed cash retainers and time-based RSUs; RSU value calibrated to peer median via independent consultant; director compensation cap ($600k; $750k for Chair/Lead) under 2025 Equity Plan; no tax gross-ups for change in control per governance “What we don’t do” commitments .
- Watchpoints: Personal beneficial ownership is modest relative to outstanding shares; proxy notes only certain longer-tenured directors met 5x retainer target—newer directors (including Gliebe) are in compliance via retention but not disclosed as having reached target ownership level . No Gliebe-specific related-party transactions disclosed; Board policy requires Audit Committee review of any >$120,000 transactions, and one unrelated director transaction was ratified—demonstrates process efficacy .