Alok Maskara
FRANKLIN ELECTRIC COAbout Alok Maskara
Alok Maskara, age 53, has served as an independent director of Franklin Electric Co., Inc. since 2021. He is currently Chief Executive Officer of Lennox International Inc. (since 2022) and is designated as an “audit committee financial expert” by the Board, reflecting deep manufacturing and financial oversight experience. He holds an MBA from Kellogg (Northwestern), an M.S. in Chemical Engineering (University of New Mexico), and a B.Tech. in Chemical Engineering (IIT Bombay). Independence was affirmed by the Board, with all non-employee directors (including Maskara) determined independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Luxfer Holdings PLC | Chief Executive Officer | Former; dates not disclosed | Led advanced materials company; turnaround and growth focus cited in FELE biography . |
| Pentair PLC | Business Segment President | Eight years (as disclosed) | Led progressively larger water solutions businesses; operations leadership . |
| General Electric Company | Various roles | Not disclosed | Lean manufacturing experience; industrial operations exposure . |
| McKinsey & Company | Consultant (Chicago, Amsterdam) | Not disclosed | Industrial turnarounds; growth via customer insights and segmentation . |
External Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Lennox International Inc. | Chief Executive Officer | Since 2022 | Public-company CEO experience; no FELE-disclosed interlocks beyond principal occupation . |
Board Governance
- Independence and Board structure: Board determined all directors except the CEO and Executive Chairperson are independent; Maskara is independent. Board has three standing committees: Audit; Management Organization and Compensation (Compensation); Corporate Governance .
- Committee assignments (2024): Audit Committee member; Compensation Committee Chairperson. All Audit members are “audit committee financial experts” and independent; Compensation Committee is fully independent and uses Meridian Compensation Partners as its independent consultant .
- Attendance: Board held five meetings in 2024; each director attended at least 80% of aggregate Board/committee meetings while serving, and all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Jennifer L. Sherman serves as Lead Independent Director with defined responsibilities including executive sessions; independent directors met in executive session five times in 2024 .
- Related-party transactions: Audit Committee reviews related-person transactions; none were reported in 2024 .
Fixed Compensation (Director)
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees (retainer + committee fees) | $122,500 | Reflects $85,000 retainer, $25,000 Compensation Committee Chair fee, $12,500 Audit Committee member fee . |
| Equity (stock award) | $135,000 | 1,368 shares granted on May 2, 2024; vested immediately . |
| Options | $0 | No director options outstanding or granted in 2024 . |
| Total | $257,500 | Cash + equity . |
Director fee schedule:
- Retainer: $85,000; Compensation Committee Chair: $25,000; Compensation Committee member: $6,000; Audit Committee Chair: $22,500; Audit Committee member: $12,500; Governance Committee Chair: $15,000; Governance Committee member: $6,000; Lead Independent Director: $22,500 .
Performance Compensation (Oversight Signals)
Directors do not receive performance-based equity or cash; equity awards vest immediately. As Compensation Committee Chair, Maskara oversees pay-for-performance structures for executives:
Annual Bonus Plan metrics and weights (2024):
| Performance Measure | CEO | Executive Chair | CFO | CAO | Global Water | Headwater (Distribution) |
|---|---|---|---|---|---|---|
| Consolidated Working Capital Ratio | 50% | 50% | 50% | 50% | 25% | 25% |
| EPS (Adjusted) | 50% | 50% | 50% | 50% | 25% | 25% |
| Business Unit Operating Income | — | — | — | — | 50% | 50% |
2024 performance goal levels and results:
| Metric | Threshold | Target | Maximum | Actual | % of Target Attained |
|---|---|---|---|---|---|
| Working Capital Ratio (%) | 36.6% | 30.5% | 27.5% | 29.9% | 102.0% |
| Adjusted EPS ($) | 3.54 | 4.43 | 4.87 | 3.92 (with approved adjustments) | 88.5% |
| Business Unit Operating Income | — | — | — | Range (55.9%–91.9% of target) | — |
Long-term incentive (executive PSUs) metric:
- Normalized EBITDA growth vs. S&P Small Cap 600 Industrials Index over three years; 2022–2024 PSU cycle paid at an estimated 93.2% of target based on $904.8M aggregate normalized EBITDA vs. $936.9M target .
Say-on-pay investor signal:
- 2024 advisory vote approval: 94.3% support, indicating broad shareholder endorsement of compensation practices overseen by the Committee .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship to FELE | Notes |
|---|---|---|---|
| Lennox International Inc. | CEO | Industry adjacency (HVAC) | FELE’s Water Systems R&D includes HVAC condensate products, but FELE’s principal competitors do not include Lennox; no related-party transactions disclosed for 2024 . |
| Other public company boards | — | — | No additional public directorships disclosed for Maskara in FELE proxy . |
Expertise & Qualifications
- Audit Committee Financial Expert designation; extensive manufacturing operations, engineering, product development, and financial oversight experience .
- Education: MBA (Kellogg, Northwestern); M.S. Chemical Engineering (University of New Mexico); B.Tech Chemical Engineering (IIT Bombay) .
- Leadership track record across advanced materials, water/flow technologies, and electrical protection sectors; consulting background in turnarounds and growth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Alok Maskara | 10,820 | <1% |
- Director stock ownership guidelines: value equal to 5x annual retainer; all non-employee directors either meet/exceed guidelines or are within grace period .
- Hedging/Pledging: Company policy prohibits executives and directors from hedging or pledging Company securities .
Governance Assessment
- Strengths: Independent status; dual-committee leadership (Compensation Chair; Audit member) with robust use of independent compensation consultant (Meridian); documented pay-for-performance architecture overseen by Committee; high say-on-pay support (94.3%); active executive sessions and defined Lead Independent Director role .
- Attendance and engagement: Board met five times; each director met at least 80% aggregate attendance; all attended the Annual Meeting .
- Alignment: Director compensation balanced between cash fees ($122.5k) and stock ($135k, immediate vesting); ownership guidelines and anti-hedging/pledging policy support alignment .
- Conflicts/Related parties: No related-person transactions in 2024; Lennox (HVAC) presents adjacency but is not listed among FELE’s principal competitors; monitor for potential supplier/customer relationships; none disclosed .
- RED FLAGS: None disclosed in proxy (no related-party transactions; no legal proceedings noted for Maskara). Continue monitoring for time-commitment risks inherent in serving as a public-company CEO while chairing Compensation, and for any future interlocks or transactions involving Lennox .