Shaun McAlmont
BORGWARNERAbout Shaun E. McAlmont
Independent director of BorgWarner Inc. since 2020; age 59. Serves on the Compensation Committee and Corporate Governance Committee; currently also a director of Lee Enterprises, Inc. He holds a B.S. from Brigham Young University, an M.A. in education administration from the University of San Francisco, and a Doctorate in higher education from the University of Pennsylvania, where he earned dual distinction for both his dissertation and its defense. His background includes CEO roles and expertise in cybersecurity awareness training, human capital management, and adult education.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NINJIO, LLC (cybersecurity training) | President & Chief Executive Officer | Jan 2022 – Sep 2024 | Executive leadership in cybersecurity awareness training |
| Stride, Inc. (NYSE: LRN) | President, Career Learning | 2018 – Oct 2021 | Corporate talent development programs |
| Neumont College of Computer Science | President & CEO | 2015 – 2017 | For-profit career college leadership |
| Lincoln Educational Services (NASDAQ: LINC) | Chief Executive Officer and Director | 2005 – 2015 | Led vocational education; Lincoln Tech institutes |
| Brigham Young University; Stanford University | Early career roles in education operations | Not specified | Traditional education operations |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Lee Enterprises, Inc. (NASDAQ: LEE) | Director | Apr 2022 | Audit & Risk Management Committee; Executive Compensation Committee |
| BYU Marriott School of Business | National Advisory Council Member | Not specified | Advisory role |
Board Governance
- Current BWA committee assignments: Compensation Committee member; Corporate Governance Committee member.
- Independence: Board determined seven of eight directors are independent (CEO excluded); McAlmont is classified as independent.
- Attendance and engagement: Board held five meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting.
- Committee activity in 2024: Compensation Committee (7 meetings); Corporate Governance Committee (5 meetings).
- Skills matrix: Identified expertise includes audit committee financial expert qualification, non‑automotive technology expertise, cybersecurity/risk management, diversity background, and experience as Chair/CEO of a multi-national business.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash ($) | 144,497 |
| Stock awards ($) | 165,000 (grant date fair value) |
| Total ($) | 309,497 |
- Board-level compensation structure (2024): Annual cash retainer increased from $125,000 to $130,000; annual equity compensation increased from $160,000 to $165,000 in restricted stock; committee member retainers—Compensation ($9,000) and Corporate Governance ($6,000). No meeting fees; special event day-rate up to $1,000. Non-Executive Chair targeted $481,000 total ($316,000 cash + $165,000 equity). Compensation levels targeted at 50th percentile vs peers.
- Independent consultant: Pearl Meyer conducts annual review and provides benchmarking for Board compensation to the Corporate Governance Committee.
Performance Compensation
| Award detail | Value / Terms |
|---|---|
| Equity type | Restricted stock (time-based) |
| Grant date | April 24, 2024 |
| Grant date closing price | $33.65 |
| Grant date fair value | $165,000 |
| Options or non-equity incentive | None for non-employee directors in 2024 |
- Performance metrics tied to director awards: Not applicable—director equity grants are time-based restricted stock; no options or non-equity incentives granted in 2024.
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Lee Enterprises, Inc. (NASDAQ: LEE) | Director | Apr 2022 – present | Serves on Audit & Risk Management and Executive Compensation committees |
| Lincoln Educational Services (NASDAQ: LINC) | Director (and CEO) | 2005 – 2015 | Historical interlock: Alexis P. Michas served as Non‑Executive Chairman of LINC until 2015 |
Expertise & Qualifications
- Executive leadership (former public company CEO), cybersecurity awareness training, human capital/workforce development, adult education; audit committee financial expert designation per Board skills matrix.
- Education: B.S. (BYU); M.A. (University of San Francisco); Doctorate (University of Pennsylvania, dual distinction).
- Non-U.S. origin and diversity background flagged in skills matrix.
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 15,926 |
| Unvested restricted stock (shares) | 4,953 (director-level; voting rights on unvested RS) |
| Percent of class | <1% (“*” per table) |
| Outstanding restricted/option awards (#) | 4,953 (aggregate outstanding restricted stock and options counts at FYE) |
| Stock ownership guideline | 5x annual cash retainer within 5 years of joining Board |
| Compliance status | All directors met or were appropriately progressing toward guidelines as of Mar 3, 2025 |
| Hedging policy | Prohibition of speculative and hedging transactions by all employees and directors |
Governance Assessment
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Board effectiveness: Dual committee service (Compensation and Corporate Governance), with CGC overseeing related‑party transactions and sustainability; engagement indicated by 2024 attendance thresholds met and participation in committees with meaningful meeting cadence.
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Alignment and independence: Independent director; no Item 404 related‑party relationships disclosed for Compensation Committee members (including McAlmont). Clawback/recoupment policies in place; prohibition on hedging supports alignment.
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Incentive design: Director pay mix balanced between cash retainer and time-based equity (no options), with market benchmarking at 50th percentile—minimizes risk of short-termism and preserves independence.
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Ownership: Personal stake of 15,926 shares, including 4,953 unvested restricted shares; directors are required to meet robust ownership guidelines (5x retainer) and are compliant or on track—supportive of investor alignment.
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RED FLAGS
- Historical interlock: Prior overlap at Lincoln Educational Services with current Board’s Non‑Executive Chair (Alexis P. Michas) may indicate a longstanding network tie; monitor for any future related‑party transactions (CGC oversees such matters). No current Item 404 relationships disclosed.