Stephanie Phillipps
About Stephanie M. Phillipps
Stephanie M. Phillipps, age 73, has served as an independent director of ESAB since 2022. A former partner at Arnold & Porter (1984–2019), she brings deep experience in M&A, technology-driven transactions, and regulatory matters for wireless, cable, satellite, media, and internet service providers; she currently serves as a senior advisor to Grain Management LLC, is Treasurer and board member of the Clara Elizabeth Jackson Carter Foundation, co-founder and board member of the Harvard Law School Black Alumni Network, board member of The Ellington Fund and the Ellington School, and founder/CEO of Genkast LLC . The Board affirmed her independence under NYSE standards in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arnold & Porter | Partner | 1984–2019 | Strategic legal counsel on complex transactions, M&A and regulatory issues |
| Empowerment & Inclusion Capital I Corp. | Director; Nominating & Corporate Governance Committee | Jan 2021–Dec 2022 | Governance oversight at a public SPAC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grain Management LLC | Senior Advisor | Current | PE advisor (digital infrastructure/communications) |
| Clara Elizabeth Jackson Carter Foundation | Treasurer & Board Member | Current | Non-profit governance |
| Harvard Law School Black Alumni Network | Co-founder & Board Member | Current | Alumni leadership |
| The Ellington Fund & The Ellington School | Board Member | Current | Education non-profit governance |
| Genkast LLC | Founder & CEO | Current | Entrepreneurial leadership |
Board Governance
- Committee assignments: Compensation and Human Capital Management Committee (member). Committee met six times in 2024; chaired by Rhonda L. Jordan; the committee is fully independent and uses FW Cook as its independent compensation consultant .
- Independence and attendance: The Board determined Ms. Phillipps is independent; the Board held eight meetings in 2024 and all directors attended the 2024 annual meeting; directors met at least 75% attendance thresholds except one retiring member not applicable to her .
- Executive sessions: Independent directors hold at least two executive sessions annually, typically presided over by the independent Chair, Mitchell P. Rales .
- Other roles: No current public company directorships listed for Ms. Phillipps in ESAB’s Board summary table (“Other Public Boards: None”) .
Fixed Compensation
| Component (2024) | Detail | Amount/Units |
|---|---|---|
| Fees Earned or Paid in Cash | Quarterly cash retainer; Ms. Phillipps elected to receive DSUs for a portion of cash fees | $93,750 ; 220 DSUs from cash in 2024 |
| Stock Awards (RSUs) | 2024 annual grant; directors received 703 RSUs (vest at first anniversary unless converted to DSUs) | $75,000 grant-date fair value; 703 RSUs |
| Option Awards | 2024 annual grant; options fully vested upon grant; 7-year term | $75,000 grant-date fair value; 1,976 options |
| Total 2024 Director Compensation | Sum of cash, stock, and options | $243,750 |
Policy reference:
- Standard non-employee director package: $95,000 annual cash retainer; $150,000 annual equity award split 50% RSUs (1-year vest) and 50% options (fully vested, 7-year term); committee chair retainers: Audit $22,500; Compensation and Nominating $15,000 . Ms. Phillipps is not a chair, so chair retainers do not apply .
Performance Compensation
| Item | 2024 |
|---|---|
| Director performance-based metrics | None disclosed; non-employee directors receive time-based RSUs (1-year vest) and options that are fully vested at grant with 7-year term |
| Deferral elections | Directors may elect DSUs in lieu of cash/RSUs; DSUs convert to common shares after Board service ends per elected schedule |
ESAB’s performance metrics (Adjusted EBITDA, Net Sales, Working Capital Turns, aEPS with rTSR modifier) apply to executive PRSUs and annual incentives, not to director pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Ms. Phillipps |
| Prior public boards | Empowerment & Inclusion Capital I Corp. (Director; Nominating & Corporate Governance Committee), Jan 2021–Dec 2022 |
| Interlocks/conflicts noted | None disclosed for Ms. Phillipps; compensation committee interlocks: none for any member |
Expertise & Qualifications
- Strategic and legal advisor on complex transactions, M&A, and regulatory matters across communications and media sectors .
- Technology/IT experience and corporate governance expertise; capacity to assess technology-driven business models and regulatory risk .
- Non-profit governance leadership and advisory roles indicating broad stakeholder engagement .
- Board skills matrix attributes for her include public company board experience, M&A/capital markets, and technology/IT expertise .
Equity Ownership
| Ownership Category | Units/Shares | Notes |
|---|---|---|
| Total Beneficial Ownership | 15,840 shares | As of March 18, 2025 |
| RSUs outstanding | 703 | Unvested RSUs granted May 9, 2024; vest May 9, 2025 unless converted to DSUs |
| Stock options outstanding | 10,577 | Director options fully vested at grant; 7-year term |
| DRSUs vested/will vest within 60 days | 4,294 | Deliverable after conclusion of Board service |
| RSUs vesting within 60 days | 351 | Timing based on standard one-year vest schedule |
Alignment policies:
- Ownership guideline: each director must own shares equal to 5x annual cash retainer within five years; all directors are either compliant or within the grace period .
- Anti-hedging and anti-pledging: hedging prohibited; pledging prohibited (no director/executive officers currently pledge shares) .
Governance Assessment
- Board effectiveness: Ms. Phillipps contributes legal/regulatory, M&A, and technology/IT expertise to the Compensation and Human Capital Management Committee, which met six times in 2024 and employs an independent consultant (FW Cook) with confirmed independence; this supports pay-for-performance rigor and risk oversight .
- Independence and attendance: Confirmed independent; Board strong attendance and at least two annual executive sessions led by an independent chair enhance oversight quality .
- Compensation alignment: Director pay structure emphasizes equity via RSUs and options; DSU deferrals further align directors with long-term shareholder outcomes; however, fully vested options at grant may reduce retention incentives relative to time-based equity alone .
- Shareholder signals: Say-on-Pay support at 98% in 2024 indicates broad investor approval of ESAB’s compensation practices; directors oversee robust clawback and insider-trading restrictions .
- Conflicts and related-party exposure: No related-person transactions disclosed for Ms. Phillipps; ESAB maintains formal related-party transaction review via the Nominating & Corporate Governance Committee .
- RED FLAGS: None disclosed for Ms. Phillipps regarding pledging, hedging, related-party transactions, or overboarding; Board guidelines explicitly restrict overboarding and prohibit pledging .
Overall, Ms. Phillipps’ legal/regulatory and technology transaction expertise complements ESAB’s compensation and human capital oversight. Independence, long-term equity exposure (including DSUs), and strong governance policies support investor confidence, with no conflicts disclosed for her personally .
