Chris Stephens Jr.
COLUMBUS MCKINNONAbout Chris J. Stephens Jr.
Independent director of Columbus McKinnon (CMCO) since March 2024; age 60; Audit Committee Chair since July 2024. Former SVP & CFO at Sealed Air (Jan 2021–Apr 2023) and Barnes Group, with prior finance/P&L leadership roles at Boeing and Honeywell. He is a Certified Public Accountant, holds an MBA from Virginia Tech’s Pamplin School of Business and a BA in Accounting from King’s College; recognized by the Board as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sealed Air (NYSE: SEE) | SVP & Chief Financial Officer | Jan 2021–Apr 2023 | Led strategic transformation, growth and operating leverage |
| Barnes Group (NYSE: B) | SVP & Chief Financial Officer | Not disclosed | CFO with M&A and transformation experience (dates not disclosed) |
| Boeing | Finance & P&L leadership roles | Not disclosed | Financial/operational leadership across aerospace (dates not disclosed) |
| Honeywell | Finance & P&L leadership roles | Not disclosed | Business transformation and growth (dates not disclosed) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PGT Innovations (NYSE: PGTI) | Director | 2023–early 2024 | Board service ended upon acquisition by MITER Brands |
| Fairfield University, Dolan School of Business | Advisory Board Member | Current (as disclosed) | Business school advisory board member |
Board Governance
- Committee assignments: Audit Committee Chair (since July 2024); previously served on Human Capital, Compensation & Succession (HCC&S) Committee (stepped down upon assuming Audit Chair role) .
- Audit Committee composition and meetings: Stephens (Chair), Chad Abraham, Michael Dastoor; 5 meetings in FY25; all members independent and designated “audit committee financial experts” .
- Independence and leadership: Board determined all directors except CEO are independent; separate Board Chair and CEO; Lead Independent Director role in place .
- Attendance and engagement: Board held six meetings in FY25; each director attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting of Shareholders .
- Audit oversight scope: Financial reporting integrity, internal controls, ERM including cyber risk (Cyber Sub-Committee oversight), auditor pre-approval policies; Audit Committee report signed by Stephens as Chair (May 16, 2025) .
Fixed Compensation
| Component | Structure (Program) | Stephens – FY25 Actual |
|---|---|---|
| Annual cash retainer | $90,000 (pro‑rated if partial year) | $93,596 (fees earned/paid in cash) |
| Audit Committee Chair fee | $20,000 | Included in cash total (pro‑rated) |
| Meeting fees | None (no additional fees for attendance) | $0 |
Performance Compensation
| Equity Grant Type | Grant Detail | Vesting | FY25 Value |
|---|---|---|---|
| Annual director equity grant | 3,514 shares of common stock | Vests immediately | $130,018 grant-date fair value |
- Director non‑qualified deferred compensation plan is available to defer cash and/or stock compensation; no deferral election disclosed for Stephens in FY25 (deferrals noted for other directors) .
Context: Directors do not have performance‑contingent pay. CMCO’s executive incentive metrics (for pay-for-performance alignment) emphasize Adjusted EBIT, Free Cash Flow, and strategic goals; FY25 results were 50% of target for Adjusted EBIT, 0% for Free Cash Flow, and 98% average for strategic goals .
| Metric (FY25 Annual Incentive) | Threshold | Target | Maximum | Result | Payout vs Target |
|---|---|---|---|---|---|
| Adjusted EBIT ($mm) | 101.8 | 127.3 | 146.4 | 101.9 | 50% |
| Free Cash Flow ($mm) | 48.0 | 56.5 | 65.0 | 24.2 | 0% |
| Strategic Goals | 0–200% | 0–200% | 0–200% | — | 98% avg |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| PGT Innovations (NYSE: PGTI) | Public | Director (2023–early 2024) | None disclosed with CMCO’s customers/suppliers; tenure ended pre‑2025 |
| Fairfield University (Dolan School) | Academic | Advisory Board | None disclosed |
- Related party transactions: None required to be disclosed for FY25; Audit Committee oversees related party reviews per policy .
Expertise & Qualifications
- 35 years in financial and operational leadership across aerospace, industrials, manufacturing; extensive M&A and business transformation experience .
- CPA credential; MBA (Virginia Tech), BA Accounting (King’s College) .
- Designated Audit Committee financial expert; deep finance and accounting oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of May 27, 2025) | 11,014 shares; less than 1% of class (28,669,644 shares outstanding) |
| Ownership guidelines | Directors must beneficially own 5x annual cash retainer within 5 years; all Directors in compliance as of Mar 31, 2025 |
| Vested vs unvested | Director annual grant vests immediately; no unvested RSUs disclosed for Stephens (others had deferred RSUs) |
| Hedging/pledging | Prohibited for directors, officers, employees (no hedging, pledging, derivatives) |
Governance Assessment
- Strengths: Independent Audit Chair with CFO pedigree and CPA; recognized financial expert; robust audit oversight (ERM, cyber, internal controls, auditor independence) and strong attendance record; no related party transactions and compliance with ownership guidelines enhance alignment .
- Pay and alignment: Simple director pay structure with meaningful equity; immediate vesting equity plus ownership guidelines and anti‑hedging/pledging policies support long‑term alignment; no meeting fees reduce pay‑for‑attendance risk .
- Watch items: Complexity and governance sensitivity around preferred equity financing and pending Kito Crosby acquisition may elevate audit and ERM demands on the Audit Committee; Stephens’ role is central to safeguarding reporting integrity and investor confidence during integration and financing execution .
- Signals: Audit Committee’s formal report and pre‑approval controls; majority‑independent board with separate chair/CEO and active executive sessions; consistent shareholder engagement program bolster governance quality .