Valerie Gentile Sachs
About Valerie Gentile Sachs
Independent director since 2016; age 69. Former Vice President, General Counsel and Corporate Secretary at OM Group, Inc., and General Counsel at Marconi plc, bringing deep legal, governance, compliance, and executive compensation expertise. Current committees: Compensation Committee member and Nominations & Governance Committee Chair; independence affirmed under NASDAQ listing rules. Other public board: NACCO Industries, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OM Group, Inc. | Vice President, General Counsel and Corporate Secretary; Managing Director for affiliated entities | Not disclosed | Led legal, governance, and restructuring/integration work; international operating familiarity |
| Marconi plc | General Counsel | Not disclosed | Legal leadership in complex corporate environments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NACCO Industries, Inc. | Director | Not disclosed | Not disclosed in CECO proxy |
Board Governance
| Committee | Role | 2024 Meetings | Key Responsibilities | Independence |
|---|---|---|---|---|
| Nominations & Governance | Chair | 3 | Board/committee composition, corporate governance principles, ESG oversight, board/management evaluation | Independent |
| Compensation | Member | 6 | CEO goals/performance, executive and director compensation, equity programs oversight; independent consultant engaged | Independent |
| Board | Director | 5 (regular meetings) | Strategic oversight; independent directors meet in executive session; separate Chair/CEO roles | Independent |
- Attendance: Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Independence: 7 of 8 directors are independent; committees (Audit, Compensation, N&G) entirely independent.
- Chair/CEO separation: Chairman Jason DeZwirek; CEO Todd Gleason.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 62,000 | Paid quarterly for non-management directors |
| Committee Chair supplement – Nominations & Governance | 15,000 | Chair fee for N&G |
| Fees earned or paid in cash (Sachs) | 77,000 | Sachs elected to receive cash component in shares of common stock |
| Annual equity retainer (grant-date fair value) | 140,001 | RSUs; consistent across non-management directors |
| RSUs granted (shares) | 5,712 | Granted May 2024; generally vest on one-year anniversary and settle in shares |
Board-level compensation is periodically benchmarked; independent consultant engaged for market analysis of executive officers and Board compensation.
Performance Compensation
- Directors do not receive performance-based equity; annual director equity is time-based RSUs.
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2024 | 5,712 | 140,001 | One-year anniversary; settled in common stock |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| NACCO Industries, Inc. | Director | No CECO-related party transactions >$120,000 since Jan 1, 2024. Compensation Committee interlocks: none. |
Expertise & Qualifications
- Legal, governance, compliance, and executive compensation; executive management and leadership across strategic transitions, integrations, and restructurings; international operations familiarity.
- Board values include corporate governance expertise; director independence, ethics, judgment, and integrity emphasized.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 93,903 | Less than 1% of outstanding shares |
| Ownership as % of shares outstanding | <1% | 35,217,001 shares outstanding as of Mar 25, 2025 |
| RSUs counted in beneficial ownership (vest within 60 days) | 8,833 | Includes RSUs vesting before May 24, 2025 |
| Unvested RSUs (as of Dec 31, 2024) | 5,712 | Director annual grant outstanding |
| Stock options | 0 | None outstanding |
| Ownership Guideline | Requirement | Status |
|---|---|---|
| Non-management director stock ownership | 5x regular annual cash retainer; currently equals $310,000 | As of Dec 31, 2024, all non-management directors met the requirement |
- Insider trading policy prohibits hedging/pledging; margin accounts discouraged.
Governance Assessment
- Strengths
- Chair of Nominations & Governance with formal ESG oversight; balanced governance structure with independent committees; robust insider trading and clawback policies.
- Clear alignment: elected to receive cash fees in stock; mandatory director ownership guidelines at 5x retainer; all directors in compliance.
- Compensation governance: independent consultant; annual say-on-pay approval ~98% (signals investor support for pay practices).
- Engagement and Attendance
- Board held 5 regular meetings; committees active (Comp 6; N&G 3); each director ≥75% attendance; directors encouraged and did attend annual meeting.
- Conflicts/Red Flags
- Related party transactions: none above $120,000 since Jan 1, 2024.
- Compensation Committee interlocks: none.
- Hedging/pledging prohibited; no disclosure of any pledging by Sachs.
- Watch items
- N&G met 3 times in 2024; ensure ESG risk oversight remains sufficiently frequent amid portfolio changes and acquisitions/dispositions.
- Director service limit policy (≤4 public boards) appears respected; only NACCO disclosed.
Overall, Sachs’ legal/governance background, chair role on N&G, independence, and equity alignment support investor confidence; absence of related-party ties and adherence to strict trading/ownership policies reduce conflict risk.