Gretchen R. Haggerty
About Gretchen R. Haggerty
Independent director (age 69), serving since 2022; Audit Committee Chair and member of the Governance & Nominating Committee. Former EVP & CFO of United States Steel Corporation (2003–2013) following a 37-year career at U.S. Steel/USX; previously VP & Treasurer (1991) and Chair of the U.S. Steel & Carnegie Pension Fund and its Investment Committee. Designated “audit committee financial expert” under SEC Item 407(d); Board affirms her independence under NYSE rules and Exchange Act Rule 10A-3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Steel Corporation (NYSE: X) | EVP & CFO | 2003–2013 | Led global finance; chaired U.S. Steel & Carnegie Pension Fund & its Investment Committee . |
| United States Steel/USX | VP & Treasurer | From Nov 1991 | Senior financial executive positions across USX/U.S. Steel . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Teleflex Incorporated (NYSE: TFX) | Director | Since 2016 | Audit Committee member . |
| Johnson Controls International plc (NYSE: JCI) | Director | Since Mar 2018 | Audit Committee Chair . |
| USG Corporation | Director | 2011–2019 | Board member . |
Board Governance
| Item | Details |
|---|---|
| Committee memberships | Audit (Chair); Governance & Nominating (member) . |
| Audit Committee meetings (2024) | 8 meetings . |
| Governance Committee meetings (2024) | 5 meetings . |
| Board meetings (2024) | 7 meetings . |
| Attendance (2024) | Each current director attended ≥75% of Board and committee meetings on which they served . |
| Independence | Board determined Haggerty is independent; Audit Committee entirely independent per SEC/NYSE; Haggerty is an “audit committee financial expert” . |
| Audit remit highlights | Oversees financial statements, auditor independence, internal controls, related-party transactions, and cybersecurity risk management; Haggerty signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K . |
| Interlocks | No TMCC compensation committee interlocks requiring disclosure . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (program) | $90,000 | Paid quarterly in arrears . |
| Audit Committee Chair premium (program) | $20,000 | Increased from $15,000 in May 2024 . |
| Director deferred compensation plan | Eligible | May defer up to 100% of cash fees and up to 100% of stock compensation . |
| Director stock ownership guideline | 5x cash retainer | New directors have 5 years to comply; must hold after-tax shares until compliant . |
| Haggerty 2024 cash fees (actual) | $108,750 | Includes base and chair premium, prorated by service year . |
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (annual director grant) | May 14, 2024 | 4,565 | $30.68 per share; total $140,054 | One-year vest . |
Directors receive time-based RSUs; there are no performance metrics or bonus plans for non-employee directors. Performance metrics disclosed in the proxy (Adjusted EBITDA, ROIC, TSR constructs) apply to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Committee Position | Potential Interlock Notes |
|---|---|---|---|
| Teleflex (TFX) | Director | Audit Committee member | Industrial/medical technology; no specific related-party exposure disclosed . |
| Johnson Controls (JCI) | Director | Audit Committee Chair | Industrial building technologies; no specific related-party exposure disclosed . |
| USG | Former Director | — | Tenure 2011–2019 . |
| TMCC Interlocks | — | — | Company reports no compensation committee interlocks requiring disclosure . |
Expertise & Qualifications
- Financial and accounting expertise; designated audit committee financial expert .
- Executive leadership, global experience, M&A/business development, spin-off experience; board skills matrix recognizes Haggerty’s finance and leadership strengths .
- Education: B.S. in Accounting (Case Western Reserve University); J.D. (Duquesne University School of Law) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-of Date |
|---|---|---|---|
| Gretchen R. Haggerty | 19,882 | * (<1%) | March 17, 2025 . |
- Hedging and pledging of Company stock are prohibited for officers and directors .
- Director ownership guideline: hold shares valued at 5x cash retainer; 5-year compliance window; must hold after-tax shares until compliant .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|---|
| May 14, 2024 | May 16, 2024 | Award (RSU grant) | 4,565 | — | — | |
| Aug 23, 2024 | Aug 27, 2024 | Open-market purchase | 5,849 | $34.20 | $199,999.82 | |
| May 2025 | May 21, 2025 | Form 4 filed (details not specified) | — | — | — |
Notes: The RSU award aligns with the proxy’s annual director equity program (time-based vesting over one year) . The August 2024 open-market purchase indicates incremental “skin-in-the-game”.
Governance Assessment
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Strengths
- Proven financial oversight; Audit Committee Chair with SEC “financial expert” designation; Audit Committee independent and active (8 meetings in 2024) .
- Independence affirmed; Board majority independent; governance framework includes clawbacks for executives, prohibitions on hedging/pledging, and director ownership guidelines .
- Attendance at least 75% for Board/committees; direct investor-alignment signal via 2024 open-market share purchase .
- External audit leadership roles at JCI and audit membership at TFX bolster cross-industry financial acumen .
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Watch items
- Multiple public-company board commitments (ATMU, JCI, TFX) — typical but warrants monitoring for time/overboarding relative to evolving policies; no specific conflicts disclosed .
- Legacy related-party agreement framework with Cummins post-IPO exists at the company level, though Audit Committee reviews RPTs under written policy; no Haggerty-specific related-party transactions disclosed .
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Red flags
- None indicated: no hedging/pledging, no compensation committee interlocks, and no attendance shortfalls disclosed .