Laurie A. Siegel
About Laurie A. Siegel
Laurie A. Siegel, age 69, has served as an independent director of CECO since 2023 and is President of LAS Advisory Services (since 2012). She previously served as SVP of Human Resources and Internal Communications at Tyco International (2003–2012) and as VP of Human Resources – Specialty Materials at Honeywell International. She currently sits on the boards of Lumen Technologies and FactSet Research Systems; prior boards include California Resources Corporation and Volt Information Sciences. Her core credentials are executive leadership, compensation design, and human capital strategy, with committee leadership experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LAS Advisory Services | President | 2012–present | Human capital advisory leadership |
| Tyco International Ltd. | SVP, Human Resources & Internal Communications | 2003–2012 | Led global HR and internal communications |
| Honeywell International, Inc. | VP, Human Resources – Specialty Materials | Not disclosed | Human resources leadership in specialty materials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lumen Technologies | Director | Not disclosed | Not disclosed in CECO proxy |
| FactSet Research Systems, Inc. | Director | Not disclosed | Not disclosed in CECO proxy |
| California Resources Corporation | Former Director | Not disclosed | Not disclosed |
| Volt Information Sciences, Inc. | Former Director | Not disclosed | Not disclosed |
Board Governance
- Independence: Siegel is independent under NASDAQ rules; CECO’s board has 7 of 8 independent directors.
- Committee leadership: Chair, Compensation Committee (members: Siegel [Chair], Mannarino, Knowling, Sachs; 6 meetings in 2024).
- Other committees: Not listed on Audit, Nominations & Governance, or M&A committees.
- Attendance: Board held 5 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Non-management and independent directors meet in executive session.
- Governance practices: No hedging or pledging of company stock permitted; robust stock ownership guidelines; annual board self-evaluation.
Fixed Compensation
| Component | Program Terms (Directors) | Laurie A. Siegel – 2024 |
|---|---|---|
| Annual cash retainer | $62,000 (paid quarterly) | $72,000 fees earned in cash |
| Committee chair fees | Compensation Chair: $20,000; Audit Chair: $30,000; Board Chair: $100,000 | Compensation Committee Chair (program fee $20,000) |
| Meeting fees | Not disclosed | Not disclosed |
| Equity retainer | RSUs with grant-date value $140,000; granted May 2024, 5,712 RSUs; one-year vest | $140,001 stock award grant-date fair value; 5,712 RSUs granted |
| Benefits | Eligible to participate in U.S. health plan; 100% of premium paid by director | Eligible per program |
Notes:
- Unvested RSUs at 12/31/2024: 5,712 for Siegel.
Performance Compensation
- CECO applies performance metrics to NEOs overseen by the Compensation Committee chaired by Siegel: 2024 annual incentive metrics were Adjusted EBITDA (50%) and Revenue (50%), with formulaic payouts; PRSUs vest on 3-year Relative TSR performance.
2024 Annual Incentive Metrics and Outcome (Company-level)
| Performance Measure ($ in millions) | Weight | Threshold (0% payout) | Target (100%) | Maximum (200%) | Actual Achievement | Earned (%) |
|---|---|---|---|---|---|---|
| Revenue | 50% | 575.0 | 600.0 | 625.0 | 557.9 | 0% |
| Adjusted EBITDA | 50% | 62.0 | 67.0 | 72.0 | 62.8 | 79% |
| Total Payout | — | — | — | — | — | 40% of target |
2024–2026 PRSU Design (Company-level)
| Metric | Performance Period | Threshold | Target | Maximum | Cap if Absolute TSR Negative |
|---|---|---|---|---|---|
| Relative TSR vs. 125-company Industrials/Materials peer set | 1/1/2024–12/31/2026; vests 12/31/2026 | 25th percentile → 50% | 50th percentile → 100% | 75th percentile → 200% | Earned PRSUs limited to 100% of target |
Committee process and safeguards:
- Independent consultant (Meridian) engaged; independence assessed, no conflicts; use of stock ownership guidelines; clawback policy compliant with SEC/Nasdaq; double-trigger CoC vesting/severance.
Other Directorships & Interlocks
| Company | Sector | Role | Potential CECO Interlock |
|---|---|---|---|
| Lumen Technologies | Telecom | Director | No CECO-related transactions disclosed |
| FactSet Research Systems, Inc. | Financial Data/Software | Director | No CECO-related transactions disclosed |
- Related-party transactions: None >$120,000 involving directors/officers since Jan 1, 2024.
Expertise & Qualifications
- Executive leadership and compensation/human resources expertise; public company board experience; governance and compliance familiarity through HR leadership roles.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs/Options Included in Beneficial Ownership Window | Notes |
|---|---|---|---|---|
| Laurie A. Siegel | 13,618 | <1% | 5,712 RSUs vesting before 5/24/2025 | Director stock ownership guideline: 5× annual cash retainer; all non-management directors met guideline as of 12/31/2024. |
| CECO Policy | — | — | — | No hedging or pledging permitted under Insider Trading Policy. |
Fixed Compensation (Director Detail – 2024)
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Laurie A. Siegel | 72,000 | 140,001 | 212,001 |
Program structure references:
- Annual cash retainer $62,000; Compensation Committee Chair $20,000; annual equity retainer $140,000 (RSUs); RSU grant 5,712 shares in May 2024 with one-year vest.
Compensation Committee Analysis
- Composition and independence: Siegel (Chair), Mannarino, Knowling, Sachs — all independent. 6 meetings in 2024.
- Consultant: Meridian Compensation Partners; independence verified, no conflicts; advised on peer group, market pay, and structure.
- Pay-for-performance features: Annual formulaic incentives (Revenue, Adjusted EBITDA); LTI PRSUs on Relative TSR; stock options introduced for CEO in 2024; significant stock ownership guidelines; clawback policy; double-trigger CoC.
- What CECO does not do: No excise tax gross-ups; no option re-pricing; no hedging/pledging.
- Say-on-Pay support: 98% approval at 2024 Annual Meeting.
Governance Assessment
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Strengths
- Independent committee leadership (Siegel as Compensation Chair), with documented processes, independent consultant, and robust stock ownership and clawback policies — supportive of investor alignment.
- Clear performance metrics and disciplined payout (40% of target for 2024 annual incentives), indicating restraint in bonus outcomes when company performance is mixed.
- Strong shareholder support for pay program (98% Say‑on‑Pay), signaling investor confidence in compensation oversight.
- Prohibition on hedging/pledging and absence of related-party transactions — reduces alignment and conflict risks.
-
Watch items
- Internal control material weaknesses reported for FY2023 were remediated in 2024; continued audit oversight remains important for board effectiveness.
- 2024 annual incentive metric changes removed free cash flow (simplicity rationale); ongoing monitoring of cash generation remains a board priority.
-
RED FLAGS
- None specific to Siegel disclosed: no related‑party transactions, no hedging/pledging, and attendance met required thresholds.
-
Overall implication
- Siegel’s HR and compensation expertise, combined with independent leadership of the Compensation Committee and high Say‑on‑Pay support, are positive signals for governance quality and pay-for-performance discipline at CECO.