Gerald Colella
COLUMBUS MCKINNONAbout Gerald G. Colella
Independent Chair of the Board at Columbus McKinnon (CMCO); director since November 2021 and appointed Board Chair on April 1, 2023. Age 68. He is Chairman of MKS Instruments (Nasdaq: MKSI) and serves on CMCO’s Human Capital, Compensation & Succession Committee (HCCS) since July 2024 after previously serving on the Corporate Governance & Nomination Committee. Education: B.S. (secondary education, University of Lowell), MBA (Southern New Hampshire University), honorary doctorate (University of Massachusetts). Core credentials include senior leadership, financial/accounting leadership, and deep industrial technology experience with a track record of profitable growth and expansion into new markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MKS Instruments | President & CEO; earlier VP Worldwide Operations, Chief Business Officer, COO; retired in 2020 after 36 years | Retired 2020 (36 years) | Led global expansion, operational scaling, and sustained profitable growth |
| Columbus McKinnon | Director; Board Chair | Director since Nov 2021; Board Chair since Apr 1, 2023 | Board leadership; formed Board sub-committee in Nov 2024 (with Dastoor and Stephens) to evaluate Kito Crosby acquisition |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| MKS Instruments (MKSI) | Chairman of the Board | Since 2020 |
| University of Massachusetts | Member, Board of Trustees; Treasurer, UMass Building Authority | Current |
| GCP Applied Technologies (GCP) | Director | 2017–2020 |
| University of Lowell (Manning School of Business) | Chairman, Board of Advisors | As of 2024 proxy disclosure |
Board Governance
- Independence and structure: Eight of nine directors are independent; Board Chair (Colella) and Lead Director are independent; all committees are fully independent; the Board separates Chair and CEO roles and holds regular executive sessions led by the independent Chair .
- Committee assignments: Member, Human Capital, Compensation & Succession Committee (HCCS) since July 2024; previously on Corporate Governance & Nomination until becoming Board Chair . HCCS was independent and held four meetings in FY25 .
- Attendance and engagement: Board held six meetings in FY25; each director attended at least 75% of Board and relevant committee meetings and attended the 2024 Annual Meeting .
- Acquisition oversight: Board formed a sub-committee (Colella, Dastoor, Stephens) in Nov 2024 to evaluate the Kito Crosby transaction, with multiple working calls in November .
- Ownership alignment: Directors must beneficially own 5× the annual cash retainer within five years; all directors were in compliance as of March 31, 2025 .
- Risk/controls: Robust clawback policy broader than SEC requirements; formal compensation risk review; independent compensation consultant retained by HCCS; anti-hedging and anti-pledging (no hedging/pledging/short sales/derivatives permitted) .
- Related-party and interlocks: No related-party transactions requiring disclosure in FY25; Compensation Committee interlocks/insider participation: none (no cross-company comp committee interlocks reported) .
Fixed Compensation
Director compensation history (FY 2023–FY 2025):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cash Retainer ($) | 80,000 | 90,000 | 90,000 |
| Chair of the Board Fee ($) | 75,000 | 65,000 | 80,000 |
| Equity Grant – Shares | 4,111 | 3,168 | 3,514 |
| Equity Grant – Value ($) | 120,000 | 130,015 | 130,018 |
| Total Compensation ($) | 200,000 | 280,015 | 300,018 |
Program design notes:
- Non-employee director equity grants vested immediately in each year shown .
- Director Non-Qualified Deferred Compensation Plan available for deferrals of cash/stock; several peers deferred equity awards in FY2025, though no deferral is disclosed for Colella .
Performance Compensation
HCCS-managed incentive metric framework (context for oversight of pay-for-performance):
| Plan Component | Key Metrics | Measurement Horizon |
|---|---|---|
| Annual Incentive Plan (FY 2025) | Operating Income; Free Cash Flow | 1-year |
| Long-Term Incentive PSUs | Sales Growth; Adjusted EBITDA Margin Expansion | 3-year performance period |
| Pay-versus-Performance emphasis | Adjusted EBIT; Adjusted Free Cash Flow; Adjusted ROIC | Multi-year linkage in CAP/TSR/net income/Adjusted EBIT relationship |
HCCS processes: establishes measures/goals; sets executive targets; evaluates and certifies performance; reviews risk; retains independent consultant; all members independent .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| MKS Instruments (MKSI) | Public | Chairman | No CMCO-related party transactions disclosed; no comp committee interlocks reported |
| GCP Applied Technologies | Public | Director (2017–2020) | No CMCO-related party transactions disclosed |
| University of Massachusetts; UMass Building Authority | Public/Institutional | Board Trustee; Treasurer | Governance roles; no CMCO related-party transactions disclosed |
| University of Lowell (Manning School of Business) | Academic | Chairman, Board of Advisors | Not a public company board; advisory role |
Expertise & Qualifications
- Skills per CMCO’s Board matrix: M&A; human capital management; operations; brand/new product development; global experience; sales/marketing; finance expertise .
- Qualifications highlighted: senior leadership and governance; financial/accounting leadership; deep industrial technology experience; track record in geographic/market expansion and sustainable, profitable growth .
Equity Ownership
Beneficial ownership progression and alignment:
| Metric | As of May 18, 2023 | As of May 10, 2024 | As of May 27, 2025 |
|---|---|---|---|
| Beneficially Owned Shares | 4,111 | 7,279 | 16,293 |
| % of Shares Outstanding | <1% | <1% | <1% (28,669,644 shares outstanding) |
| Notes | — | — | Includes 5,500 shares held by the Gerald G. Colella 2019 Trust |
- Director ownership guideline: 5× annual cash retainer within five years; all directors were in compliance as of March 31, 2025 .
- Policy: No hedging/pledging/short sales/derivatives permitted for directors .
Governance Assessment
- Board effectiveness: Independent Chair with deep operational and M&A experience; active transaction oversight (Kito Crosby sub-committee) indicates engagement and strategic governance .
- Committee role and independence: Member of HCCS; all committees independent; HCCS met 4 times in FY25 and leverages an independent consultant; robust clawback and anti-hedging/pledging policies support investor alignment .
- Attendance: Compliance with ≥75% attendance and participation in Annual Meeting supports engagement; Board holds executive sessions and conducts rigorous annual assessments including one-on-ones led by the Chair .
- Pay and alignment: Director pay mixes cash (retainer + Chair fee) with equity that vests immediately; ownership guideline compliance and the prohibition on hedging/pledging strengthen alignment; annual Chair fee moved from $65k (FY2024) to $80k (FY2025), while equity was steady at ~$130k .
- Conflicts and red flags: No related-party transactions requiring disclosure; no compensation committee interlocks; say‑on‑pay passed with over 88% support in 2024, signaling broad shareholder endorsement of the compensation framework overseen by the HCCS committee .
- Overall signal: Colella’s industrial technology background, M&A/capital allocation experience, and independence as Chair contribute positively to board oversight quality and investor confidence, with policies and attendance reinforcing governance standards .