Linda A. Livingstone, Ph.D.
About Linda A. Livingstone, Ph.D.
Linda A. Livingstone, Ph.D. is President of Baylor University (since June 2017) and an independent director of CSW Industrials (CSWI) since September 2015; age 65. Her background spans academic leadership and business administration, with prior deanships at George Washington University’s School of Business (Aug 2014–May 2017) and Pepperdine’s Graziadio School (12 years), and earlier faculty and associate dean roles at Baylor. She is anticipated to become CSWI’s Lead Independent Director upon re-election at the 2025 Annual Meeting, bringing expertise in organizational development, corporate governance, information security, executive compensation, and leadership development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor University | President | June 2017–present | Oversees a major academic institution; executive leadership relevant to governance and talent development |
| George Washington University School of Business | Dean | Aug 2014–May 2017 | Academic and administrative leadership |
| Pepperdine University, Graziadio School of Business & Management | Dean | Twelve years (dates not disclosed) | Academic leadership and management |
| Baylor University | Assistant/Associate Professor of Management | 11 years | Teaching and program leadership |
| Baylor University | Associate Dean for Graduate Programs | 4 years | Graduate program management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Council on Education | Director; Executive Committee member | Current | National higher-education governance |
| Big 12 Conference | Director; Executive Committee member | Current | Conference governance |
| NCAA | Board of Governors | Current | National collegiate athletics oversight |
| NCAA Division I | Board of Directors | Current | Division governance |
| Independent Colleges and Universities of Texas | Director | Current | State higher-ed advocacy and governance |
Board Governance
- Independence: Independent director; committees composed entirely of independent directors .
- Committee memberships: Compensation & Talent Development; Nominating & Corporate Governance .
- Anticipated role change: Expected appointment as Lead Independent Director upon re-election at 2025 Annual Meeting .
- Lead Independent Director responsibilities: Leads independent directors; presides over executive sessions; collaborates on agendas; oversees director recruiting and self-evaluation .
- Attendance: Board held 7 meetings in FY2025; each director attended at least 75% of Board and committee meetings .
- Director since: September 2015; Age: 65 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer |
| Committee member fees | $8,000 (Comp & Talent Dev) | Non-chair member retainer |
| Committee member fees | $8,000 (Nominating & Corporate Governance) | Non-chair member retainer |
| Fees Earned or Paid in Cash (actual) | $91,000 | Sum consistent with retainer + committee fees |
| Lead Independent Director retainer (if applicable in future) | $25,000 | Additional retainer for Lead Independent Director |
| FY2025 Director Compensation (Actual) | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Linda A. Livingstone | $91,000 | $112,792 | $203,792 |
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Other Terms |
|---|---|---|---|---|---|
| Restricted Stock (annual non-employee director grant) | Aug 15, 2024 | 360 | $112,792 (360 × $313.31) | Fully vests at earliest of re-election, one year from grant, death/disability, or change in control | Full voting rights; eligible for dividends from grant date; no stock options outstanding for directors at 3/31/2025 |
- Program design: Director equity is time-based restricted stock; no performance-conditions (no PSUs/options). Director compensation elements unchanged from FY2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in CSWI proxy for Dr. Livingstone |
| Compensation Committee interlocks | None; committee members were not CSWI officers, and no reciprocal interlocks with other entities’ boards/comp committees |
Expertise & Qualifications
- Extensive executive leadership and academic administration; strengths in organizational development, corporate governance, information security, executive compensation, and leadership development .
- Expected Lead Independent Director responsibilities align with governance oversight and board effectiveness .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Jun 30, 2025) | 12,418 shares | Less than 1% of class |
| Unvested restricted shares outstanding at 3/31/2025 | 360 | Annual grant; all non-employee directors had 360 restricted shares outstanding |
| Director stock ownership guideline | ≥5× annual cash retainer ($375,000) by 5th anniversary | As of 3/31/2025, all non-employee directors were in compliance |
| Hedging/pledging policy | Prohibited for directors, executives, and employees | No pledging or hedging permitted |
Governance Assessment
- Strengths: Independent director with deep leadership experience; active on Compensation & Talent Development and Nominating & Corporate Governance Committees; anticipated Lead Independent Director appointment enhances oversight; robust stock ownership guidelines with reported compliance; anti-hedging/pledging policy; no related-party transactions requiring disclosure in FY2025; strong Say-on-Pay support (97.6% in 2024) signalling investor alignment .
- Attendance & engagement: ≥75% attendance; executive sessions held at each regularly scheduled meeting and presided by the lead independent director; ongoing director education and board self-evaluation processes support effectiveness .
- Potential conflicts: Company policy governs related-party transactions with review/pre-approval; none required to be reported in FY2025. Charitable contributions to organizations employing related persons are pre-approved below thresholds; oversight by N&CG mitigates exposure .
- Compensation structure for directors: Balanced cash retainer plus time-based equity; no options; no performance-linked equity; committee retainers appropriately reflect responsibilities; elements unchanged from FY2024, indicating stability .