Melissa Cummings
About Melissa Cummings
Independent director of ESAB since 2022, age 49, serving on the Audit Committee. Cummings brings senior operating experience in digital, technology, and strategic marketing from Westinghouse Electric Company (EVP Strategic Marketing, 2020–2023), Baker Hughes (SVP Digital Solutions & Services, 2016–2019), and prior leadership roles at GE and ABB, with specific expertise in cybersecurity and industrial digital solutions .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westinghouse Electric Company | EVP, Strategic Marketing | Jun 2020 – Jun 2023 | Responsible for strategy, product management, and digital initiatives for nuclear and non‑nuclear plant operations; served until company’s 2023 acquisition . |
| Signant Healthcare | Executive Consultant | Dec 2019 – Jun 2020 | Supported profitability, strategic planning, and operational transformation . |
| Baker Hughes | SVP, Digital Solutions & Services | 2016 – Dec 2019 | Led digital/technology solutions for industrial customers globally . |
| GE | Leadership roles | Not disclosed | Drove digital and technology solutions for industrial customers . |
| ABB | Leadership roles | Not disclosed | Drove digital and technology solutions for industrial customers . |
External Roles
| Company | Board/Role | Tenure | Committees |
|---|---|---|---|
| — | None | — | No other public company boards listed . |
Board Governance
- Committee assignments: Audit Committee member; Audit membership: Allender (Chair), Cummings, Lutz, Teirlinck .
- Independence: Board determined Cummings is independent under NYSE standards (2025 review) .
- Attendance and engagement: Board held 8 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels: Audit (7 meetings, 2024), Compensation & HCM (6), Nominating & Governance (6) .
- Executive sessions: Independent directors must hold at least two executive sessions annually; sessions typically led by independent Chairman Mitchell Rales .
- Board leadership: Separate Chair and CEO; Rales serves as independent non‑executive Chairman .
Fixed Compensation
| Component | Amount (2024) | Detail |
|---|---|---|
| Annual cash retainer | $93,750 | Fees earned/paid in cash (quarterly installments) . |
| Stock awards (RSUs/DSUs) | $75,000 | Grant date fair value; 703 RSUs granted on May 9, 2024, vest after one year; some directors (incl. Cummings) elected DSUs in lieu of RSUs, vesting on May 9, 2025 . |
| Option awards | $75,000 | Options granted (1,976 shares), fully vested at grant; 7‑year term . |
| Total | $243,750 | 2024 director compensation total . |
Program design (effective Q2 2024):
- Non‑employee directors receive $95,000 annual cash retainer; annual equity valued at $150,000 split 50% RSUs (one‑year vest) and 50% fully‑vested stock options; Chair retainers: Audit $22,500; Compensation/Nominating $15,000; quarterly payments; Director Deferred Compensation Plan permits DSUs in lieu of cash/equity .
Performance Compensation
- Directors do not receive performance-based equity; annual grants are time‑based RSUs (one‑year vest) and fully‑vested options; no meeting fees disclosed .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Other public company boards | None listed for Cummings . |
| Compensation Committee interlocks | None reported for ESAB’s Compensation & HCM Committee . |
| Related‑party transactions | None disclosed involving Cummings; one transaction involves suite rental at Washington Commanders tied to Chairman Rales (arm’s‑length, $288,750) . |
Expertise & Qualifications
- Key skills: technology/IT, innovation, related industry experience, sales/marketing, cybersecurity perspective, corporate responsibility .
- Senior international operating experience across energy and industrial technology companies .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 14,137 shares | As of March 18, 2025; less than 1% of shares outstanding . |
| % of shares outstanding | ~0.023% | 14,137 / 60,622,272 shares outstanding (Record Date) . |
| Unvested RSUs | 703 | 2024 annual grant; one‑year vest . |
| Director stock options (unexercised) | 10,577 | Outstanding as of Dec 31, 2024 . |
| DSUs outstanding | 3,560 | Vested/will vest within 60 days; delivered after Board service . |
| Ownership guidelines | 5x annual cash retainer within 5 years; all directors in compliance or within grace period . | |
| Hedging/pledging | Prohibited; no director/executive pledges outstanding as of proxy date . |
Governance Assessment
- Board effectiveness: Independent director with audit oversight and relevant digital/cyber expertise aligned to ESAB’s industrial technology stack; Audit Committee structure includes two designated financial experts (Allender, Lutz), supporting robust financial oversight .
- Independence and engagement: Confirmed independent; attendance at or above the 75% threshold; participated in a Board with frequent committee meetings and executive sessions led by an independent chair .
- Alignment: Uses DSUs and holds RSUs/options; subject to 5x retainer ownership guideline; anti‑hedging/pledging and clawback policies enhance alignment and risk controls .
- Conflicts/related parties: No related‑party transactions or committee interlocks involving Cummings; overboarding safeguards noted in governance highlights .
- Red flags: None evident specific to Cummings; she is not designated as an “audit committee financial expert” (designation held by Allender and Lutz), which modestly limits direct financial expert signaling but is mitigated by committee composition .
