Chris Villavarayan
FRANKLIN ELECTRIC COAbout Chris Villavarayan
Chris Villavarayan, age 54, has served as an independent director of Franklin Electric (FELE) since 2022. He is currently Chief Executive Officer and President of Axalta Coating Systems Ltd. (since 2023), and previously served as Chief Executive Officer and President of Meritor, Inc. (2021–2023). He holds a bachelor’s degree in engineering from McMaster University and brings over twenty years of global manufacturing operations experience in engineering, product development, plant management, and operations . He is nominated to stand for re-election with a term expiring in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meritor, Inc. | Chief Executive Officer & President | 2021–2023 | Led global drivetrain and industrial supplier; extensive operations/manufacturing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Axalta Coating Systems Ltd. | Chief Executive Officer & President | 2023–present | Operating CEO role at a global coatings company |
| Franklin Electric Co., Inc. | Independent Director | 2022–present | Board nominee for new term to 2028 |
Board Governance
- Committee assignments: Member, Audit Committee (5 meetings in 2024), with Board determination that all Audit members are independent and “audit committee financial experts” . Member, Management Organization & Compensation Committee (6 meetings in 2024), with Board determination that all Compensation members are independent .
- Independence: Board determined all current directors other than the CEO (Joseph A. Ruzynski) and Executive Chair (Gregg C. Sengstack) are independent; no material relationships for independent directors beyond service and shareholding .
- Attendance: The Board held 5 meetings in 2024; each director attended at least 80% of aggregate meetings of the Board and committees on which they served; all directors attended the 2024 Annual Meeting of Shareholders .
- Lead Independent Director & engagement: Jennifer L. Sherman serves as Lead Independent Director; the independent directors met in executive session five times in 2024 .
- Related-party transactions oversight: Audit Committee reviews related person transactions; none were identified in 2024 .
- Compensation Committee consultant & risk: Meridian Compensation Partners, LLC engaged; Compensation Committee concluded the Company’s compensation policies and practices do not involve undue risk .
Fixed Compensation
Director compensation (non-employee) – Chris Villavarayan
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $93,500 | $103,500 |
| Stock Awards ($) | $130,000 | $135,000 |
| Option Awards ($) | — | — |
| Total ($) | $223,500 | $238,500 |
Director fee schedule
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $75,000 (2023) | Increased to $85,000 in 2024 |
| Audit Committee Chair | $22,500 | Not applicable (he is a member) |
| Audit Committee member | $12,500 | Applicable; he is a member |
| Compensation Committee Chair | $25,000 | Not applicable (he is a member) |
| Compensation Committee member | $6,000 | Applicable; he is a member |
| Governance Committee Chair | $15,000 | Not applicable |
| Governance Committee member | $6,000 | Not applicable |
| Lead Independent Director fee | $22,500 | Not applicable |
Performance Compensation
Compensation elements and structure (non-employee directors)
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Stock award (shares) | 1,388 shares | 1,368 shares | Common stock; not performance-based |
| Grant date | May 4, 2023 | May 2, 2024 | |
| Vesting | Immediate on grant | Immediate on grant | |
| Option awards | None | None | No outstanding options for any non-employee director |
| Deferred stock election | Elected deferral (2023) | Not listed among 2024 deferrals | 2023 deferral into Director Deferred Compensation Plan; 2024 deferrals cited for other directors |
The Company’s proxy indicates non-employee director equity grants are time-vested common stock with immediate vesting; there are no performance-based equity awards, options, or bonus programs for directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | FELE proxy lists principal occupation at Axalta; it does not list other public company board directorships for Mr. Villavarayan . |
| Potential interlocks | None disclosed; Audit Committee confirms no related-party transactions in 2024 . |
Expertise & Qualifications
- Education: Bachelor’s degree in engineering from McMaster University .
- Technical/industry: 20+ years in global manufacturing operations across engineering, product development, plant management, and operations .
- Financial oversight: Designated as an “audit committee financial expert” by the Board (as an Audit Committee member) .
Equity Ownership
| Metric | As of Mar 4, 2024 | As of Mar 3, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 3,083 (excludes deferred stock units) | 5,498 |
| Percent of class | <1% | <1% |
| Deferred stock units credited (Director Deferred Compensation Plan) | 2,412 | Not listed among 2025 footnote enumerations |
| Ownership guidelines (directors) | 5x annual retainer; 5 years to comply; all directors meet/exceed or are within grace period | 5x annual retainer; 5 years to comply |
Governance Assessment
- Strengths: Independent director serving on both Audit and Compensation Committees with Board designation as an “audit committee financial expert,” supporting robust financial and pay oversight . Attendance ≥80% across 5 Board meetings and committee meetings; full attendance at the 2024 Annual Meeting indicates engagement . Independent directors held five executive sessions in 2024; active Lead Independent Director role enhances oversight .
- Alignment: Non-employee director pay is a balanced mix of cash retainer and time-vested stock; no options or performance equity; stock ownership guidelines require 5x retainer and all directors are compliant or within grace period .
- Pay trend: Year-over-year increase reflects retainer rise ($75k→$85k) and equity grant value ($130k→$135k), moving total compensation from $223,500 (2023) to $238,500 (2024) .
- Conflicts and red flags: No related-party transactions in 2024; no option grants or outstanding options; no pledging disclosures noted; Board independence affirmed for Mr. Villavarayan . As a sitting CEO at Axalta, time commitments could be monitored, but FELE’s proxy does not indicate overboarding concerns or conflicts; independence is maintained .