Philip J. Christman
BROADWINDAbout Philip J. Christman
Independent director of Broadwind, Inc. since October 22, 2018; age 61. Former President, Operations at Navistar (2017–2022) with prior senior roles in strategy, procurement, engineering and global business. BS Mechanical Engineering (Indiana Institute of Technology) and MBA (Ball State University). Serves as Chairman of the Governance/Nominating Committee and member of the Audit and Compensation Committees; determined independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Navistar International | President, Operations | May 2017–2022 | Led operations across commercial trucks, buses, defense vehicles, and engines. |
| Navistar International | VP, Strategy | Jun 2015–May 2017 | Corporate strategy leadership. |
| Navistar International | Chief Procurement Officer | Nov 2014–Jun 2015 | Procurement transformation. |
| Navistar International | VP, Engineering | Jul 2014–Nov 2014 | Engineering leadership. |
| Navistar International | President, Global Business | Nov 2008–Jul 2014 | Global business expansion. |
| Navistar International | VP/GM Vocational Trucks | Jun 2006–Nov 2008 | Segment general management. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Allison Transmission Holdings, Inc. (NYSE: ALSN) | Director | Since Aug 2022 | Audit; Compensation. |
| Hydro Electronic Devices Inc. (private) | Director | Since Oct 2023 | Not disclosed. |
Board Governance
- Committee assignments: Chairman, Governance/Nominating; Member, Audit; Member, Compensation. Audit currently comprises four independent directors; two are designated financial experts (Reiland, Press). Compensation and Governance/Nominating Committees comprised of independent directors.
- Independence: All directors except the CEO were independent throughout 2024.
- Attendance: Board met 12 times in 2024; executive sessions of independent directors at least twice per year. Each director attended at least 87% of Board and committee meetings. All then-current directors attended the 2024 Annual Meeting.
- Shareholder support: In 2025 director elections, Christman received 6,801,774 “for” votes vs. 622,823 “against.” Say‑on‑Pay received 6,774,460 “for” votes vs. 537,553 “against.”
Fixed Compensation (Director)
| Year | Cash Fees | Equity Awards (Fair Value) | Notes |
|---|---|---|---|
| 2024 | $25,000 | $49,999 | Non-employee directors receive $12,500 per calendar quarter and annual RSUs; cash retainer was forfeited in Q1–Q2 2024 and reinstated Q3. |
- Board compensation program: Annual RSU grant target of $50,000; quarterly cash fee $12,500. Stock ownership guideline: 3x prior year annual cash retainer to be met within five years.
Performance Compensation (Director)
| Grant Date | Award Type | Shares | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| May 16, 2024 | Time-based RSUs | 18,382 | $49,999 | Vest May 16, 2025. |
- No performance-based (PSU) metrics are disclosed for director compensation; director equity grants are time-based RSUs.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock Considerations |
|---|---|---|
| Allison Transmission (NYSE: ALSN) | Commercial duty transmissions | No related-party transactions disclosed by Broadwind. |
| Hydro Electronic Devices Inc. | Industrial electronics (private) | No related-party transactions disclosed by Broadwind. |
Expertise & Qualifications
- Manufacturing and operations leadership; governance participation; engineering; strategy; business turnaround; global business.
- Education: BS Mechanical Engineering (Indiana Institute of Technology); MBA (Ball State).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Philip J. Christman | 110,560 | <1% |
- Stock ownership guidelines for directors (3x annual cash retainer); Company states all directors are currently in compliance. Anti-hedging and anti-pledging policies apply to directors; pre-clearance required for any transactions.
Governance Assessment
- Board effectiveness: Christman’s chairmanship of Governance/Nominating and service on Audit and Compensation indicate central roles in director nominations, oversight and pay decisions; committee independence and presence of designated audit financial experts support oversight quality.
- Investor confidence signals: Strong re-election support (6.80M “for” vs. 0.62M “against”) and positive Say‑on‑Pay vote suggest alignment with shareholders.
- Alignment and incentives: Director compensation modest ($74,999 total in 2024) with equity via time-based RSUs and ownership guidelines; all directors in compliance, and hedging/pledging prohibited—supports “skin-in-the-game” without misalignment.
- Conflicts/related-party exposure: No related‑party transactions above disclosure thresholds since Jan 1, 2024; independence affirmed for non‑CEO directors.
- RED FLAGS: None observed in filings—no pledging, no hedging, no disclosed related‑party transactions, and meeting attendance at or above 87%.