Richard F. Wallman
About Richard F. Wallman
Independent director since 2021 (age 74), Retired SVP & CFO of Honeywell International. Serves as Audit Committee Chair and on the Mergers & Acquisitions (M&A) Committee; designated as the Board’s “audit committee financial expert.” Brings 30+ years of financial leadership across global businesses, with deep audit, controls, and M&A expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International, Inc. | Senior Vice President & Chief Financial Officer | Not disclosed | Led finance and controls for diversified global industrial; credentials underpin “audit committee financial expert” designation |
| Spirit Airlines, Inc. | Director (prior) | Not disclosed | Public company board experience; governance and oversight exposure |
| SmileDirectClub | Director (prior) | Not disclosed | Public company board experience |
| Extended Stay America, Inc. | Director (prior) | Not disclosed | Public company board experience |
| Wright Medical, Inc. | Director (prior) | Not disclosed | Public company board experience |
| Boart Longyear (Australia) | Director (prior) | Not disclosed | Public company board experience (Australia) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles River Laboratories International, Inc. | Director | Not disclosed | Public company; life sciences tools/services; potential network benefits |
| Roper Technologies, Inc. | Director | Not disclosed | Diversified technology/industrial software; potential network benefits |
Board Governance
- Committee assignments: Audit Committee (Chair); M&A Committee (member). Independent under NASDAQ standards; formally deemed audit committee financial expert under Item 407(d)(5) of Regulation S-K .
- Meeting intensity: Board met 5 times in 2024; Audit Committee met 7 times; M&A Committee met 5 times. Each director attended at least 75% of Board and applicable committee meetings and all attended the 2024 Annual Meeting .
- Board structure: CEO and Chair roles are separated; majority-independent board; independent directors meet in executive session; committee charters and governance policies posted on the company’s website .
- Audit oversight signals: Audit Committee (chaired by Wallman) oversaw remediation of previously identified material weaknesses (revenue recognition and balance sheet reconciliations) during 2024; recommended inclusion of 2024 audited financials; approved auditor transition to Deloitte in 2025 and pre-approval policy for audit/non-audit services .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $62,000 | Non-management director cash retainer, paid quarterly |
| Audit Chair supplement | $30,000 | Role-based chair premium |
| M&A Committee supplement (member) | $0 | Only Chair supplement disclosed; no member supplement shown |
| Audit Committee member supplement | $5,000 | Member premium (applies generally; Wallman is Chair—company reports his 2024 cash total below) |
| Annual equity retainer (RSUs) | $140,000 | Granted May 2024; 5,712 RSUs; vests on one-year anniversary |
| 2024 total (Wallman) | $232,001 | $92,000 cash; $140,001 stock awards |
| Cash election | In stock | Wallman elected to receive his cash component in shares |
Performance Compensation
- Non-employee directors receive time-based RSUs (no performance conditions for director equity). 2024 grant to Wallman: 5,712 RSUs, vesting on the one-year anniversary of grant; settled in shares .
| Equity Award Detail | Grant Shares | Vesting Schedule | Instrument |
|---|---|---|---|
| 2024 Director RSUs (Wallman) | 5,712 | One-year cliff from May 2024 grant | RSUs (time-based) |
| Unvested RSUs at 12/31/2024 (Wallman) | 5,712 | As of FY-end | RSUs |
Other Directorships & Interlocks
| Company | Sector | Role Overlap With CECO |
|---|---|---|
| Charles River Laboratories International, Inc. | Life sciences tools/services | No CECO customer/supplier relationship disclosed |
| Roper Technologies, Inc. | Diversified technology/industrial software | No CECO customer/supplier relationship disclosed |
- Board service limit: Without prior Board approval, no director may serve on more than four public company boards (including CECO). Wallman’s current total (CECO + two public boards) is within policy limits .
Expertise & Qualifications
- Financial leadership: Retired Honeywell CFO; designated audit committee financial expert; deep knowledge of internal controls, reporting, and audit matters .
- M&A and strategic oversight: Serves on M&A Committee; prior board experience across multiple public companies; contributes transaction discipline .
- Governance and independence: Independent under NASDAQ; participates in robust executive sessions and committee oversight; aligns with CECO’s governance standards .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 283,117 |
| % of shares outstanding | <1% (based on 35,217,001 shares outstanding) |
| RSUs credited vesting before May 24, 2025 | 9,466 |
| Unvested RSUs at 12/31/2024 | 5,712 |
| Shared voting power | 76,000 shares |
| Director stock ownership guideline | 5x annual cash retainer = $310,000; all non-management directors met requirement as of 12/31/2024 |
| Hedging/pledging policy | No hedging or pledging of CECO common stock |
Governance Assessment
-
Strengths
- Financial rigor and controls: Audit Chair with “financial expert” designation; oversaw remediation of material weaknesses in 2024 and auditor transition to Deloitte—signals proactive control enhancement and independent audit posture .
- Alignment: Elected to receive cash compensation in shares; meaningful beneficial ownership; mandatory stock ownership guidelines met; director equity retainer in RSUs .
- Independence and engagement: NASDAQ-independent; active committee roles; >75% meeting attendance; board structure separates Chair/CEO; regular executive sessions .
- Shareholder-friendly policies: No tax gross-ups, clawback policy adopted in 2023 for incentive compensation; no hedging/pledging; strong say-on-pay support (98% in 2024) indicating investor confidence in pay governance .
-
Watch items / potential red flags
- Prior material weaknesses (remediated): 2023 control deficiencies were addressed in 2024 under Audit Committee oversight—positive remediation, but continued vigilance warranted given CECO’s project-based revenue profile .
- Auditor change: Transition from BDO to Deloitte in 2025—appropriate governance steps documented; monitor first-year audit execution and fee trends .
-
Related-party/transactions
- The proxy assigns oversight of related-party transaction risk to the Audit Committee and notes the Audit Committee evaluates transactions with potential conflicts; no related-party transactions specifically involving Wallman are disclosed in the proxy .
-
Compensation mix and risk
- Director pay emphasizes equity (RSUs) over cash (roughly $140k equity vs $92k cash for Wallman in 2024), promoting long-term alignment; RSUs are time-based (no director performance metrics), reducing short-term risk-taking incentives .
Director Compensation Summary (Non-Employee Directors, 2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Richard F. Wallman | 92,000 | 140,001 | 232,001 |
Committee Assignments and Attendance
| Committee | Role | Members | 2024 Meetings |
|---|---|---|---|
| Audit | Chair | Wallman (Chair), Claudio Mannarino, Munish Nanda | 7 |
| Mergers & Acquisitions | Member | Robert E. Knowling, Jr. (Chair), Jason DeZwirek, Todd Gleason, Richard Wallman | 5 |
| Board of Directors | Director | 8 directors; majority independent | 5 board meetings; ≥75% attendance by each director; all attended 2024 Annual Meeting |
Signals for Investors
- Control quality: Wallman’s leadership as Audit Chair during remediation and auditor rotation strengthens confidence in financial reporting integrity .
- Alignment and independence: Equity-heavy director pay, stock ownership compliance, and no hedging/pledging policy align incentives; independence confirmed under NASDAQ with rigorous committee oversight .
- Bandwidth and network: Multiple public boards but within CECO’s policy limit; cross-industry insights from Charles River Labs and Roper Tech without disclosed conflicts or related-party transactions .