Mary Howell
About Mary L. Howell
Mary L. Howell, age 72, has served on Astec Industries’ Board since 2019 and is the CEO of Howell Strategy Group; she currently chairs the Nominating and Corporate Governance Committee and is an independent director under Nasdaq rules . Her background includes 29 years at Textron Inc., serving as Executive Vice President (1995–2009) and on the Textron Management Committee for over 15 years; she holds a B.S. from the University of Massachusetts at Amherst and has received recognition from the U.S. Marine Corps (Charles Ruch Semper Fidelis Award; Honorary Marine) . She also serves as Chairman of the board of V2X and has significant board experience relevant to sophisticated risk management and oversight of complex global operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Textron Inc. | Executive Vice President; Member, Textron Management Committee | EVP 1995–2009; Textron 1980–2009 | Global operations, marketing, sales, business development, and M&A; senior leadership oversight |
| Esterline Corporation | Lead Director | Until 2018 | Aerospace and defense governance leadership |
| FM Global | Director | 1996–2011 | Audit and Compensation Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| V2X | Chairman of the Board | Current | Industry-leading facilities management, logistics, network communications services |
| Howell Strategy Group | Chief Executive Officer | Current | Strategy leadership and advisory expertise |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee (NCGC); not listed on Audit or Compensation committees in 2025 slate .
- Independence: All directors except the CEO are independent; all committee members (Audit, Compensation, NCGC) are independent .
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and committee meetings; the Board met six times .
- Committee activity: Audit Committee met nine times; Compensation Committee met four times; NCGC met three times in 2024 .
- Executive sessions: Independent directors meet in executive session at least four times per year after each quarterly Board meeting .
- Board refreshment: Mandatory retirement age is 75 (waivable); the NCGC chair leads annual Board self-evaluation; substantial refresh since 2018 with nine highly qualified independent directors added .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | — | — | 95,625 |
- Program structure: Non-employee directors receive $75,000 annual retainer and supplemental annual retainers (e.g., NCGC Chair $15,000; NCGC member $7,500; Audit Chair $20,000; Compensation Chair $15,000; non-chair Audit $10,000; non-chair Compensation $7,500; non-chair NCGC $7,500) .
- Chair role: Howell is NCGC Chair (eligible for $15,000 supplemental chair fee under plan) .
Performance Compensation
| Year | Equity Type | Grant Value ($) | Units Granted | Vesting |
|---|---|---|---|---|
| 2024 | RSUs (Annual Director Stock Award) | 125,000 | 2,976 | Vests/settles day prior to next Annual Meeting; deferrable at director election |
- The annual director stock award was increased from $110,000 to $125,000 in May 2024, granted as RSUs the day after each Annual Meeting; RSUs vest and convert to shares the day prior to the next Annual Meeting unless deferred; directors may elect to defer shares and accrue dividend equivalents in a deferred dividend account .
- Director equity awards are time-based (no performance metrics or PSU structure for directors); deferral mechanics align with long-term holding and ownership guidelines .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| V2X | Chairman of the Board | Not disclosed | No Astec-related transactions disclosed in proxy |
| Esterline Corporation | Lead Director (prior) | Not disclosed | Prior role; no current Astec interlock disclosed |
| FM Global | Director (prior) | Audit; Compensation | Prior role; no current Astec interlock disclosed |
- Related-party transactions: Proxy discloses a related-party customer relationship with director Dr. Winford (Prairie Contractors, ~$499,746 2024 sales, <0.1% net sales), ratified by Audit Committee; no related-party transactions involving Mary Howell are disclosed .
Expertise & Qualifications
- Global operations, marketing, sales, business development, and M&A expertise; sophisticated risk management and oversight of complex global operations; governance leadership as NCGC Chair .
- Independent director with board leadership skills that strengthen strategic oversight and enterprise risk governance .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Unvested RSUs | Deferred Stock Awards |
|---|---|---|---|---|
| Mary L. Howell | 14,276 | <1% | 2,976 | 0 |
- Ownership guidelines: Directors must hold at least 5x the annual retainer; Howell, along with Gehl and Cook, met target ownership level as of January 1, 2025; other directors remain compliant through 75% net share retention until guideline achieved .
- Hedging/Pledging: Astec prohibits hedging transactions for directors, officers, and employees; no pledging disclosure for Howell in the proxy .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay | Over 98% approval; no program changes made as a result |
| 2025 Director Elections (Mary L. Howell) | For: 18,183,642; Withheld: 903,364; Broker Non-Votes: 1,354,675 |
| 2025 Say-on-Pay | For: 18,221,274; Against: 455,607; Abstain: 10,125; Broker Non-Votes: 1,754,675 |
| 2025 2025 Equity Incentive Plan | For: 18,265,069; Against: 813,367; Abstain: 8,568 |
| 2025 Auditor Ratification | For: 20,388,701; Against: 51,237; Abstain: 1,743 |
Compensation Peer Group (Benchmarking, executive program context)
| Peer Group Companies (20) |
|---|
| Alamo Group; Altra Industrial Motion; Chart Industries; CIRCOR International; Columbus McKinnon; Commercial Vehicle Group; Enerpac Tool Group; Enpro Industries; Federal Signal; Greenbrier Companies; Hyster-Yale Materials; John Bean Technologies; Lindsay; Manitowoc; Mueller Water Products; SPX; Standex International; The Shyft Group; The Barnes Group; Wabash National |
- Independent compensation consultant FW Cook advises the Compensation Committee; assessed independent with no conflicts; peer group unchanged from 2023 .
Compensation Committee Analysis (structure quality and conflicts)
- Composition: Knoll (Chair), Cook, Gliebe, Jackson; all independent; CEO attends but not for executive sessions or his own pay; no interlocks or related-party relationships among committee members in 2024 .
- Processes: Market benchmarking, multi-metric AIP (Adjusted EBITDA, Working Capital Turnover, ERP milestones), LTI mix of RSUs/PSUs for executives; clawback policy effective Oct 2, 2023 under SEC/Nasdaq standards .
Governance Assessment
- Strengths: Independent director; NCGC Chair role; compliant and met stock ownership guideline; active committee oversight; robust shareholder support (2024 say-on-pay >98%; 2025 say-on-pay passed); structured director compensation program balancing cash and equity; anti-hedging policy and formal related-party review .
- Watch items: Mandatory retirement age of 75 could prompt future refresh considerations given current age of 72; no disclosed conflicts, but continued monitoring of any business ties between Astec and companies where Howell holds board roles (e.g., V2X) is prudent; withheld votes on 2025 election (903,364) represent normal variance but bear watching across cycles .
- Director compensation mix and alignment: 2024 cash $95,625 and RSUs $125,000; unvested RSUs 2,976 at year-end; beneficial ownership 14,276 shares enhances alignment; deferral option supports long-term holding .
RED FLAGS: None disclosed for Mary Howell in related-party transactions, hedging, or pledging; no compensation plan anomalies for directors; continued vigilance warranted as part of annual related-party review .