Jane A. Leipold
About Jane A. Leipold
Independent director (age 64) at Atmus Filtration Technologies since 2022; Chair of the Talent Management and Compensation Committee (TMCC) and member of the Governance and Nominating Committee. President of JAL Executive HR Consulting, LLC; previously SVP & Chief Human Resources Officer at TE Connectivity (NYSE: TEL), where she helped execute the separation from Tyco to establish TE Connectivity as a public company. Education: B.S. in Quantitative Business Analysis and MBA from Pennsylvania State University. The Board has determined she is independent under SEC and NYSE rules. Terms expiring in 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TE Connectivity (NYSE: TEL) | SVP & Chief Human Resources Officer | 2006–2016 | Senior executive team that established TE Connectivity as a public company after separation from Tyco (2006–2007) |
| Tyco Electronics (division of Tyco International) | VP of HR | 2001–2006 | Global HR leadership; supported pre-spin organizational work |
| Various early-career roles | Engineering and operations | Not disclosed | Global HR/talent development foundation |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| JAL Executive HR Consulting, LLC | President | Current | Executive HR consulting for CEOs and Boards: compensation, talent management, succession |
Board Governance
- Independence: Board determined Leipold and six of seven directors are independent; Board has an independent Chair (Stephen E. Macadam).
- Board declassification & supermajority elimination are on the 2025 ballot, signaling stronger shareholder rights.
| Committee | Role | Meetings Held in 2024 | Oversight Scope |
|---|---|---|---|
| Talent Management & Compensation (TMCC) | Chair | 7 | Executive compensation design, plans oversight, talent management, leadership, culture, D&I, succession; engaged Farient Advisors (to July 2024) and Pay Governance (from July 2024) as independent advisors |
| Governance & Nominating | Member | 5 | Board composition, nominations, Board/committee evaluations, CEO performance assessment |
- Board engagement and attendance: Board met 7 times in 2024; each current director attended at least 75% of Board and committee meetings on which they served.
Fixed Compensation
| Component | Detail | Amount/Units | 2024 Value |
|---|---|---|---|
| Annual cash retainer | Standard non-employee director | $90,000 | $90,000 |
| Committee chair fee | TMCC Chair | $15,000 | $15,000 |
| Fees earned or paid in cash (2024) | Total cash for Board/committee service | — | $105,000 |
| Annual equity grant | RSUs; one-year vest | 4,565 shares (granted 05/14/2024) | $140,054 (valued at $30.68/share on grant date) |
| Deferral elections | Eligible to defer up to 100% of cash fees and up to 100% of stock compensation | Plan-level | Available to directors |
| Director ownership guideline | Required value of company stock | 5x cash retainer | Holding after-tax shares until guideline met; 5-year compliance window for new directors |
2024 Director compensation totals (Leipold): Fees $105,000; Stock awards $140,054; Total $245,054.
Performance Compensation
Directors receive time-based RSUs; no director performance-based pay is disclosed. TMCC-overseen executive performance metrics (for NEO pay) are below to assess committee rigor:
| Plan | Metric | Threshold | Target | Maximum | Actual (2024) | Payout |
|---|---|---|---|---|---|---|
| Annual bonus (NEOs) | Adjusted EBITDA ($MM) | $276.9 (85% of target) | $325.0 | $373.1 (≥115%) | $329.5 | 100% of target |
| Long-term incentive (NEOs) 2024–2026 | 3-yr cumulative Adjusted EBITDA (50% weight) | 10% of target | 100% | 200% | Not yet determined | Range 10–200% |
| Long-term incentive (NEOs) 2024–2026 | 3-yr avg ROIC (50% weight) | 10% of target | 100% | 200% | Not yet determined | Range 10–200% |
- Clawback: Robust recoupment policy aligned with SEC/NYSE listing standards; covers restatements and specified conduct causing reputational/financial harm.
- Hedging/pledging: Prohibited for officers and directors.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships (Leipold) | None disclosed in proxy biography |
| TMCC interlocks & insider participation | No interlocking relationships requiring disclosure |
Expertise & Qualifications
- Executive leadership; global experience; M&A/business development; spin-off execution; human capital expertise.
- Key contributions: Global manufacturing/engineering knowledge; extensive experience advising public company boards on compensation and succession; deep HR practice expertise.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Notes |
|---|---|---|
| Jane A. Leipold | 14,033 | “*” denotes less than 1% of shares outstanding |
| Policy | Requirement | Notes |
|---|---|---|
| Director stock ownership guideline | 5x cash retainer | New directors have 5 years; must hold after-tax value of annual equity awards until compliant |
| Hedging/pledging | Prohibited | Applies to officers and directors |
Governance Assessment
- Committee leadership and independence: As TMCC Chair and Governance Committee member, Leipold anchors pay-for-performance and board effectiveness, with independent advisors (Farient to July 2024; Pay Governance thereafter) and a formal risk assessment process. This supports investor confidence in disciplined compensation oversight.
- Alignment and safeguards: Strong director ownership policy (5x retainer) and prohibitions on hedging/pledging align director interests with shareholders; robust clawback policy further enhances accountability.
- Engagement: Board held 7 meetings in 2024, each director attended at least 75% of Board/committee meetings; TMCC met 7 times and Governance met 5—indicative of active oversight.
- Shareholder rights trend: Proposed declassification and elimination of supermajority voting provisions are governance-positive, reducing entrenchment risk and strengthening accountability.
- Potential conflicts/related-party exposure: No TMCC interlocks; related-party transactions are reviewed/approved by the Audit Committee under a written policy; no Jane-specific related-party transactions disclosed.
- Say-on-Pay feedback: 94% approval at 2024 meeting; TMCC maintained program structure given strong support.
RED FLAGS
- None disclosed specific to Leipold: no hedging/pledging, no interlocks, no related-party transactions noted; attendance threshold met. Residual risk from prior “controlled company” exemptions in 2024 has been addressed post-exchange with fully independent committees.