Patrick Shannon
About Patrick S. Shannon
Patrick S. Shannon, age 62, is an independent Class II director of Astec Industries, appointed effective January 18, 2024, with his current term expiring at the 2027 Annual Meeting. A two-time public company CFO (Allegion plc and AGCO), he brings deep manufacturing finance, M&A, capital markets, and operational execution experience; he is designated an Audit Committee financial expert. Shannon serves on Astec’s Audit Committee (which also functions as the Qualified Legal Compliance Committee). All directors other than the CEO are independent under Nasdaq Rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegion plc (NYSE: ALLE) | Chief Financial Officer | 2013–2022 | Led finance transformation; capital markets; strategic planning; operations execution |
| Ingersoll Rand (NYSE: IR) | Various finance roles | 11 years | M&A, strategic planning; operational finance leadership |
| AGCO Corporation (NYSE: AGCO) | Chief Financial Officer | ~2 years | Oversight of accounting, controls, international finance |
| Arthur Andersen LLC | Senior Auditor | Not disclosed | External audit training; accounting rigor |
External Roles
- No current public company directorships disclosed for Shannon in the Astec 2025 proxy.
Board Governance
- Committee assignments: Audit Committee member; Board-designated Audit Committee financial expert; the Audit Committee also serves as the Qualified Legal Compliance Committee (QLCC).
- Independence: Board determined all directors except the CEO are independent under Nasdaq Rules; Shannon qualifies.
- Attendance: In 2024, the Board held six meetings; each incumbent director attended at least 75% of aggregate Board and committee meetings; independent directors met in executive session at least four times.
- Tenure: Class II director since 2024; term runs to 2027.
- Board leadership structure: Independent Chair; strong committee charters; ability to engage independent advisers.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $58,750 | 2024 director cash fees |
| Annual Stock Award (RSUs grant-date fair value) | $125,000 | Granted the day after the 2024 annual meeting; vests the day prior to the next annual meeting unless deferred |
| Total 2024 Compensation | $183,750 | Cash + RSUs |
Program terms (non-employee directors):
- Annual Board retainer: $75,000 (cash, stock, or deferred stock, at director’s election).
- Supplemental retainer: Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating & Corporate Governance (NCGC) Chair $15,000; NCGC member $7,500; Non-Executive Chairman $90,000; Lead Director $20,000.
- Annual RSU grant: $125,000 grant value (increased from $110,000 in May 2024).
Performance Compensation
- Astec does not tie director compensation to performance metrics; director equity is time-based RSUs that vest prior to the next annual meeting or per an approved deferral election. No stock options or PSU awards are made to directors.
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure among Compensation Committee members for 2024. Shannon is not listed as a member of the Compensation Committee.
- Related-party transactions: Only disclosed related-party transaction involves sales to Prairie Contractors (Director Winford’s company); no related-party transactions disclosed for Shannon.
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation; extensive CFO experience across industrial manufacturing.
- M&A and capital markets, strategic planning, operational execution; finance transformation and digital tools/data analytics.
- Industry experience: manufacturing and global operations.
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 3,817 (less than 1% of shares outstanding) |
| Unvested RSUs at Dec 31, 2024 | 2,976 |
| Director Ownership Guidelines | 5× annual retainer; until met, must retain 75% of “net shares” received |
| Compliance Status (Retention) | All non-employee directors appointed in 2022 or later, including Shannon, were in compliance by retaining 75%+ of net shares |
Notes:
- Anti-hedging: Directors, officers, and employees are prohibited from hedging Company stock.
- Insider Trading Policy governs transactions in Company securities.
Governance Assessment
- Strengths: Independent director with audit financial expert status; active Audit Committee member of a QLCC; robust director ownership guidelines and anti-hedging policy enhance alignment and risk controls; Board maintains independent leadership and frequent executive sessions.
- Alignment: 2024 compensation mix combines fixed cash with time-based RSUs; annual RSU grant increased to $125k in 2024 following independent consultant review, consistent with peer medians for director pay.
- Engagement & confidence signals: 98% approval on 2024 say-on-pay (executive compensation), suggesting broad shareholder support for compensation practices; the Board conducted 118 one-on-one investor meetings in 2024.
- Potential red flags: None disclosed for Shannon—no related-party transactions, no hedging allowed, no compensation committee interlocks; shareholdings are modest as a newer director but retention requirements are being met.
Insider Trades
- The 2025 proxy discloses beneficial ownership but does not include Form 4 transaction details; no insider trading transactions for Shannon are reported in this proxy. For real-time Form 4 analysis, review Section 16 filings separately.