Susan Kilsby
About Susan S. Kilsby
Susan S. Kilsby (age 66) is Fortune Brands Innovations’ independent Non‑Executive Chair and Class II director nominee, serving on the Board since 2015. A former senior investment banker with deep M&A expertise, she chairs the Nominating, Environmental, Social & Governance (NESG) Committee and the Executive Committee, and leads independent director executive sessions, reflecting strong governance oversight and Board effectiveness. Current external roles include Senior Independent Director at Diageo plc and non‑executive director at Unilever plc; she is also a member of the UK Takeover Panel.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse AG | Senior Advisor | 2009–May 2014 | Advised global M&A; preceded by Chair & Head of EMEA M&A, leading franchise in complex cross‑border transactions |
| Credit Suisse AG | Chairman & Head of EMEA M&A | Until 2009 | Led regional M&A; built domain expertise in finance, governance and board advisory |
| The First Boston Corporation | Senior positions | Not disclosed | Investment banking leadership roles (career foundation) |
| Bankers Trust | Senior positions | Not disclosed | Investment banking leadership roles (career foundation) |
| Barclays de Zoete Wedd | Senior positions | Not disclosed | Investment banking leadership roles (career foundation) |
| Shire plc | Chair | 2011–2019 | Board leadership through strategic phases; governance oversight |
| BHP Group plc and BHP Limited | Non‑Executive Director | 2019–2021 | Oversight in global resources, risk governance |
External Roles
| Organization | Role | Status | Notes/Committees/Impact |
|---|---|---|---|
| Diageo plc | Senior Independent Director | Current | Senior independent oversight; governance and shareholder engagement role |
| Unilever plc | Non‑Executive Director | Current | Oversight in global consumer products |
| COFRA Holding plc | Non‑Executive Director | Current | Private holding company; oversight role |
| UK Takeover Panel | Member | Current | Regulates UK takeovers; ensures fair shareholder treatment |
Board Governance
- Independent Non‑Executive Chair leadership structure; responsibilities include presiding over Board meetings, agenda setting with CEO, liaison between management and non‑management directors, leading Board/CEO performance assessments, and facilitating executive sessions of independent directors; in 2024 these sessions were led by Ms. Kilsby.
- Independence affirmed under NYSE rules; Board is 89% independent; Kilsby determined independent. Retirement‑age policy at 72 supports refreshment.
- Meeting attendance: each director nominee and continuing director attended >90% of Board/committee meetings in 2024; all then‑serving directors attended the 2024 Annual Meeting (except two retirees).
| Committee | Role | 2024 Meetings |
|---|---|---|
| NESG | Chair | 4 |
| Executive | Chair | 0 |
| Board (overall) | Non‑Executive Chair (leads exec sessions) | 5 |
| Audit (context) | Not a member | 8 |
| Compensation (context) | Not a member | 5 |
Fixed Compensation
- Non‑employee director program (2024): Cash retainer $120,000; Equity retainer $160,000 in Company stock; Committee chair fee $15,000 (Audit/Comp/NESG); Board Chair fee $200,000; stock ownership guideline = 5× cash retainer ($600,000) within five years; all directors meet or are within the allowed period.
- Anti‑hedging/anti‑pledging policy prohibits hedging or pledging of Company stock.
| Year | Cash Fees ($) | Board/NESG Chair Fees Included | Equity Retainer (Grant‑Date Fair Value, $) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 327,500 | Board Chair + NESG Chair | 159,994 | 6,451 | 493,945 |
| 2024 | 335,000 | Board Chair + NESG Chair | 159,986 | 16,019 (incl. incremental Co. aircraft cost) | 511,005 |
Director benefits include group life/AD&D and business travel accident insurance, concierge health service, cybersecurity privacy protection, and broad‑based programs (charitable matching, product purchase). Personal aircraft use is generally not permitted (other than CEO), but may be waived in limited emergency circumstances; the 2024 “All Other Compensation” for Ms. Kilsby includes incremental aircraft cost.
Performance Compensation
| Year | Equity Grant Date | Shares Granted | Grant Price ($) | Grant Value ($) |
|---|---|---|---|---|
| 2023 | May 2023 | 2,474 | 64.67 | 160,000 (rounded) |
| 2024 | May 2024 | 2,197 | 72.82 | 160,000 (rounded) |
Notes: Directors may elect to convert cash fees to stock and/or defer equity under the Non‑Employee Director Deferred Compensation Plan; deferral examples are disclosed for other directors (Finan/Hackett/etc.). No options/PSUs are granted to directors; director equity is time‑based Company stock intended to align interests.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Diageo plc | Beverages | Senior Independent Director | No related‑party transactions disclosed by FBIN since 12/31/2023. |
| Unilever plc | Consumer Products | Non‑Executive Director | No related‑party transactions disclosed by FBIN since 12/31/2023. |
| COFRA Holding plc | Private (Holding Company) | Non‑Executive Director | No related‑party transactions disclosed by FBIN since 12/31/2023. |
Policy limits: FBIN directors restricted from serving on >3 public company boards in addition to FBIN; Audit Committee members limited to ≤2 other audit committees; new public board roles require approval from NESG Chair (Kilsby). Annual review of outside commitments by NESG Committee.
Expertise & Qualifications
- Distinguished career in global investment banking; expertise in M&A, finance, and international business; prior senior roles at Credit Suisse, First Boston, Bankers Trust, and BZW.
- Extensive board leadership experience including Chair of Shire plc (2011–2019) and prior BHP boards; currently Senior Independent Director at Diageo and director at Unilever.
- UK Takeover Panel member, adding regulatory rigor to governance perspective.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Guideline Compliance |
|---|---|---|---|
| Susan S. Kilsby | 20,261 | <1% | Directors meet or are within 5‑yr window to meet 5× cash retainer stock guideline |
Anti‑hedging/anti‑pledging policy applies to directors; no pledging allowed.
Governance Assessment
- Board effectiveness: As independent Non‑Executive Chair and NESG Chair, Kilsby leads board/committee evaluations and independent executive sessions, interviews directors/management as part of annual assessments—clear engagement and oversight signal.
- Independence and attendance: Independence affirmed by Board; >90% meeting attendance in 2024; attended the 2024 Annual Meeting—positive engagement and reliability indicators.
- Compensation alignment: Director pay calibrated to market with mix of cash retainer, Board/NESG chair fees, and time‑based stock; robust stock ownership guidelines (5× cash retainer) and anti‑hedging/pledging policy strengthen alignment.
- RED FLAG (limited): 2024 “All Other Compensation” includes incremental cost for personal use of Company aircraft for Ms. Kilsby, despite general prohibition (except CEO) with emergency waiver; not a recurring pattern disclosed, but noteworthy for optics.
- Conflicts/related parties: Company reports no related‑party transactions requiring disclosure since 12/31/2023; formal Conflicts of Interest process and NESG oversight reduce risk.
Overall, Kilsby’s role as independent Chair and NESG Chair, combined with high attendance and strong governance processes, supports investor confidence; the isolated aircraft perquisite cost merits monitoring but is framed within policy and exceptions.