Rhonda Jordan
About Rhonda L. Jordan
Rhonda L. Jordan (age 67) is an independent director of ESAB, serving since 2022; she is Chair of the Compensation and Human Capital Management Committee and a member of the Nominating and Corporate Governance Committee . She previously served as President, Global Health & Wellness and Sustainability at Kraft Foods Inc. until 2012, and held prior senior roles leading Kraft’s Cheese and Dairy and Grocery units and global marketing for Cheese and Dairy, bringing deep public company board experience, human capital, M&A/capital markets, sales/marketing, innovation, and corporate responsibility expertise to ESAB’s Board . ESAB’s Board affirmed her independence under NYSE standards in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods Inc. | President, Global Health & Wellness and Sustainability | 2010–2012 | Led development of health & wellness and sustainability strategies across marketing, product development, technology, alliances and acquisitions . |
| Kraft Foods Inc. | President, Cheese & Dairy; President, Grocery | Not disclosed | P&L leadership of major consumer categories; strategic growth and execution (dates not disclosed) . |
| Kraft Foods Inc. | SVP, Global Marketing, Kraft Cheese & Dairy | Not disclosed | Global marketing leadership for category (dates not disclosed) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingredion Incorporated | Director; Chair, Compensation Committee | Current (as of 2025 proxy) | Compensation committee leadership at a public company . |
| Bush Brothers & Company (private) | Lead Director | Current (as of 2025 proxy) | Board leadership at private company . |
| Enovis Corporation | Director | Feb 2009–Apr 2022 | Governance experience; ESAB Separation occurred Apr 4, 2022 . |
Board Governance
- Independence: The Board determined Ms. Jordan is independent under NYSE standards; ESAB has majority independent board members and requires independence for Audit, Compensation, and Nominating committees .
- Committee assignments: Chair, Compensation and Human Capital Management Committee; Member, Nominating and Corporate Governance Committee .
- Committee activity: Compensation Committee met six times in 2024; Nominating Committee met six times in 2024 .
- Board activity and attendance: The Board held eight meetings in 2024, with all directors attending at least 75% of board and committee meetings during their service periods; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold at least two executive sessions annually; ESAB’s Chairman (Mitchell Rales) presides .
- Declassification: ESAB will transition to annual elections starting with the 2026 meeting; all directors will stand for one-year terms at that point .
Fixed Compensation
| Component | Amount/Value | Details |
|---|---|---|
| Annual cash retainer | $95,000 | Paid in four equal quarterly installments; effective beginning Q2 2024 for non-employee directors . |
| Committee chair retainer (Compensation) | $15,000 | Paid quarterly to committee chairs; applies to Compensation and Nominating chairs . |
| 2024 fees earned in cash (Jordan) | $108,750 | Reflects cash retainers actually paid in 2024 . |
| Director deferred compensation (DSUs) | Available | Directors may elect DSUs in lieu of cash retainers; DSUs convert to shares post-service based on elected schedule . |
Performance Compensation
| Component | Grant Date | Shares/Options | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual equity grant (director program) | Annual meeting 2024 | 50% RSUs; 50% stock options | $150,000 total | RSUs vest after one year; stock options fully vested on grant; 7-year term . |
| RSUs (Jordan, 2024 annual grant) | May 9, 2024 | 703 RSUs | $75,000 | Vest in full on first anniversary; Jordan elected DSUs in lieu of all or a portion of RSUs (DSUs vest on same schedule and convert to shares after service) . |
| Stock options (Jordan, 2024 annual grant) | 2024 | 1,976 options | $75,000 | Options fully vested upon grant; 7-year term . |
Note: ESAB director compensation has no performance-conditioned metrics; equity awards are time-based RSUs and fully-vested stock options for directors .
Other Directorships & Interlocks
| Company | Relationship/Role | Potential Interlock |
|---|---|---|
| Ingredion Incorporated | Public company director; Chair of Compensation Committee | ESAB discloses no compensation committee interlocks or insider relationships requiring reporting; none for Jordan . |
| Bush Brothers & Company (private) | Lead Director | No related-person transactions disclosed involving Jordan . |
| Enovis Corporation | Former public company director (2009–2022) | Independence affirmed at ESAB; Board determined Jordan is independent . |
Expertise & Qualifications
- Public company board experience; human capital management; M&A/capital markets; sales/marketing; innovation; organizational management; corporate responsibility—skills the ESAB Board explicitly attributes to Jordan .
- Broad international experience from senior roles at a global corporation (Kraft) .
Equity Ownership
| Holding/Policy | Quantity/Status | Notes |
|---|---|---|
| Unvested RSUs (as of 12/31/24) | 703 | 2024 annual grant; vest on first anniversary (DSU conversion election by Jordan maintains vest schedule) . |
| Stock options outstanding (as of 12/31/24) | 20,429 | Director options are fully vested upon grant and have a seven-year term under the program . |
| Director stock ownership guideline | 5× annual cash retainer | Must be met within five years of joining the Board; as of the proxy date, all directors were in compliance or within the grace period . |
| Hedging/pledging | Prohibited | ESAB bans hedging and new pledges; no directors or executive officers currently pledge ESAB shares . |
Compensation Committee Analysis (Governance Signals)
- Independent committee and consultant: The Compensation and Human Capital Management Committee (chaired by Jordan) is composed solely of independent directors; FW Cook serves as independent compensation consultant with the committee concluding no conflicts of interest .
- Peer group oversight: FW Cook-based peer set used for competitive perspective includes industrial comparables (e.g., LECO, SPXC, ITT, NDSN, RRX); reviewed in 2024 with no changes .
- Say-on-Pay: ESAB’s 2024 say‑on‑pay received 98% support, indicating strong investor endorsement of compensation practices .
Related Party Transactions and Conflicts
- ESAB’s related-person transaction policy requires Nominating Committee or disinterested directors’ approval; thresholds >$120,000 are reviewed for independence impact .
- No related-person transactions involving Jordan were disclosed; the only item noted was a suite rental from a venue associated with the Chairman’s ownership group (Washington Commanders), on arm’s-length terms, unrelated to Jordan .
- Compensation committee interlocks: None reported among committee members (including Jordan) .
Governance Assessment
- Strengths: Independent status; active committee leadership (Compensation Chair; Nominating member); robust attendance and engagement; strong shareholder support on pay (98%); anti-hedging/anti-pledging and clawback policies; independent consultant oversight—all build investor confidence .
- Alignment: Director equity grants and ownership guidelines promote long-term alignment; DSU deferrals further tie compensation to long-term service and post‑service share conversion .
- Red flags: None observed in disclosures—no related-party transactions, no interlocks, no pledging; committee composition and processes meet heightened independence standards .
- Ongoing monitoring: Track future changes to director compensation levels (cash/equity) and any new external roles; monitor Board declassification transition in 2026 for potential governance shifts .
