Arthur Anton
About Arthur F. Anton
Independent director (age 67), serving on Diebold Nixdorf’s board since 2019. Anton is Audit Committee Chair and a member of the Nomination & Governance Committee, designated by the board as an audit committee financial expert. His background spans CFO and later CEO/Chair roles at Swagelok and a prior partnership at Ernst & Young, bringing deep financial oversight and manufacturing experience; he previously served as Diebold Nixdorf’s Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swagelok Company | Chairman & CEO | 2017–Dec 31, 2019 | Led overall strategy and governance |
| Swagelok Company | President & CEO | 2004–2017 | Operational and financial leadership |
| Swagelok Company | President & COO | 2001–2004 | Operations oversight |
| Swagelok Company | EVP | 2000–2001 | Executive management |
| Swagelok Company | CFO | 1998–2000 | Financial leadership |
| Ernst & Young LLP | Partner | Prior to 1998 | Audit/accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Sherwin-Williams Company (NYSE: SHW) | Director | Since 2006 | Public company board experience |
| Olympic Steel (NASDAQ: ZEUS) | Lead Director | Since 2009 | Lead director responsibilities |
| SunCoke Energy (NYSE: SXC) | Director; Non-Executive Chairman | Director since Mar 2020; Chairman since Dec 2020 | Governance and oversight |
| Rock & Roll Hall of Fame | Director | Since 2018 | Non-profit governance |
| Forest City Realty Trust | Director | 2010–2018 | REIT governance |
| University Hospitals Health System | Director | 2005–May 2023 | Academic medical center board |
Board Governance
- Committees: Audit (Chair) and Nomination & Governance (member); Audit Committee met 5 times in 2024; Nomination & Governance met 4 times .
- Independence: Board determined Anton is independent under NYSE/SEC and Company standards .
- Attendance: Board held 5 regular and 1 special meeting in 2024; all directors attended ≥75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly without management; sessions presided by non-executive Board Chair .
- Evaluation: Annual board and committee performance evaluations conducted via interviews and live discussion in 2024 .
- Risk oversight: Board/committees oversee operational, financial, cybersecurity, compliance and strategic risks; Nomination & Governance ensures ERM and ESG oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Paid quarterly |
| Committee chair fee (per chair role) | $25,000 | Anton as Audit Chair |
| Committee membership fee | $0 | No additional cash for membership |
| Meeting fees | $0 | Not paid |
| 2024 cash paid to Anton | $125,000 | Sum of retainer + chair fee |
Performance Compensation
| Equity Component | Detail | Vesting | 2024 Eligibility |
|---|---|---|---|
| Annual RSU grant | Aggregate grant date value $200,000 for non-employee directors | Time-based (program policy) | Not eligible until 2023 director emergence RSUs fully vest |
| 2023 director emergence RSUs | 40,000 RSUs per non-employee director (~$1,160,000 value) | Equal annual installments over 4 years; dividend equivalent rights | Outstanding (vesting through 2027 if granted Dec 2023) |
| 2023 director emergence options | 80,000 options per non-employee director (aggregate GDFV $1,162,400); non-executive Chair received 100,000 options (GDFV $1,453,000) | Equal annual installments over 4 years | Outstanding |
No performance metrics (e.g., TSR or financial goals) are disclosed for director equity awards; emergence RSUs/options are time-based vesting for directors .
Other Directorships & Interlocks
- Compensation committee interlocks: None disclosed for 2024; Anton was not on the People & Compensation Committee .
- Related-party transactions: None requiring disclosure in 2024 .
Expertise & Qualifications
- Audit and financial expertise designated by the board; former CFO and E&Y partner; deep manufacturing/distribution experience supporting Audit Chair role and governance .
- Prior Lead Independent Director of Diebold Nixdorf, indicating board leadership experience .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common shares beneficially owned | 20,000 | Excludes unvested RSUs |
| Options exercisable within 60 days | 20,000 | Included in beneficial ownership table |
| Unvested RSUs (director) | 30,000 | Will not vest within 60 days; counted toward director ownership guidelines |
| Percent of class | <1% | Company had 37,628,705 shares outstanding at record date |
| Deferred shares | None disclosed for Anton | Deferred balances disclosed for certain other directors |
| Ownership guidelines | 5× annual cash retainer; unvested/deferred shares count toward compliance | Director guidelines policy |
| Hedging/pledging | Prohibited by Insider Trading Policy; directors subject to policy | Alignment safeguard |
Governance Assessment
- Board effectiveness: Anton chairs a highly active Audit Committee (5 meetings) and serves on Nomination & Governance; board conducts formal annual evaluations; independent director executive sessions are routine—positive signals for oversight quality .
- Independence and conflicts: Board affirmed independence; no related-person transactions in 2024; communications and ethics framework in place, with explicit conflict-of-interest controls .
- Attendance and engagement: Directors met the ≥75% attendance threshold and attended the annual meeting—adequate engagement .
- Compensation and alignment: 2023 one-time emergence equity grants give directors multi-year equity exposure (RSUs/options) with dividend equivalents on RSUs; annual RSU grants paused until emergence RSUs fully vest—alignment with long-term shareholder value, but large guaranteed equity from emergence grants warrants monitoring for pay-for-performance balance .
- Ownership safeguards: Director stock ownership guidelines at 5× retainer; insider trading policy prohibits hedging/pledging—reduces misalignment risk; unvested RSUs count toward compliance .
- Red flags: None disclosed around related-party transactions, option repricing (explicitly not allowed), or Section 16 compliance (timely filings) . Potential time-commitment risk from multiple external boards mitigated by attendance metrics and committee activity .
Overall signal: Strong audit oversight and independence, explicit conflict controls, and multi-year equity exposure through emergence grants support investor confidence; continue tracking director equity vesting, attendance trends, and any future changes to director pay mix .