David Wathen
FRANKLIN ELECTRIC COAbout David M. Wathen
Independent director of Franklin Electric since 2005; age 71 as disclosed in 2024. Former CEO of TriMas (2009–2016), Balfour Beatty U.S. (2002–2006); Group Executive/Corporate Officer at Eaton (1997–2000). BS Mechanical Engineering (Purdue) and MBA (Saint Francis College, Fort Wayne); designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TriMas Corporation | President & CEO | 2009–2016 | Engineered products across industrial, commercial, consumer end markets. |
| Balfour Beatty, Inc. (U.S. Operations) | President & CEO | 2002–2006 | Engineering, construction, building management services. |
| Eaton Corporation | Group Executive/Corporate Officer | 1997–2000 | Diversified power management; electrical businesses serving pump OEMs and channels similar to FELE. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in proxy. |
Board Governance
- Independence: Board determined all current directors other than the CEO and Executive Chair are independent; Wathen is independent.
- Committee assignments: Member, Corporate Governance Committee; no chair roles disclosed. Governance Committee held 3 meetings in 2024.
- Attendance: Board held 5 meetings in 2024; each director attended ≥80% of aggregate Board/committee meetings during service. All directors attended the 2024 Annual Meeting.
- Lead Independent Director: Jennifer L. Sherman (2-year term); responsibilities include agendas, executive sessions, liaison role.
- Executive sessions: Independent directors met in executive session 5 times in 2024.
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Detail/Date |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director retainer. |
| Governance Committee member fee | $6,000 | Member fee (chair receives $15,000). |
| Cash fees total | $91,000 | Sum of retainer + committee member fee. |
| Equity grant (stock award) | $135,000 | 1,368 shares granted May 2, 2024; vested immediately on grant. |
| Options | $0 | No options granted; no outstanding options for non-employee directors. |
| All other compensation | $0 | None disclosed. |
Retainer/fee schedule reference: Audit Chair $22,500; Audit members $12,500; Governance Chair $15,000; Governance members $6,000; Compensation Chair $25,000; Compensation members $6,000; Lead Independent Director $22,500.
Performance Compensation (Director Equity Structure)
| Attribute | Detail |
|---|---|
| Grant vehicle | Common stock (1,368 shares). |
| Grant date | May 2, 2024. |
| Vesting | Immediate upon grant (no performance conditions). |
| Performance metrics | None for directors’ equity; stock awards are not PSU-based. |
The Corporate Governance Committee benchmarks director compensation to the peer group used in CD&A; stock-based awards are made under the Company’s Stock Plan and approved by the Management Organization & Compensation Committee.
Other Directorships & Interlocks
| Company | Role | Committee | Potential Interlocks |
|---|---|---|---|
| None disclosed | — | — | No overlap with FELE competitors/suppliers/customers disclosed. |
Expertise & Qualifications
- Mechanical engineering background; long-tenured operating executive across industrial sectors aligned with FELE’s water and energy systems businesses.
- “Audit committee financial expert” designation.
Equity Ownership
| Holder | Beneficial Shares | Deferred Stock Units (Non-Employee Directors’ Plan) | Shares Outstanding (record date) | Ownership % of Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|
| David M. Wathen | 5,514 | 93,889 | 45,780,415 | ~0.012% (5,514 ÷ 45,780,415) | Company prohibits hedging or pledging by directors; no pledging disclosed. |
Stock ownership guidelines: Non-employee directors must hold 5× annual retainer; directors have 5 years to comply; all non-employee directors met or were within the grace period. Deferred stock units count toward guidelines; until compliance, 50% of shares acquired under plans must be retained.
Governance Assessment
- Board effectiveness: Independent director since 2005 with relevant industrial/operator experience; active on Governance Committee (board composition, director pay, governance guidelines). Attendance thresholds met; Lead Independent Director structure in place; frequent executive sessions signal robust independent oversight.
- Alignment: Director pay balanced between cash retainer/committee fees and equity grants; immediate vesting mitigated by ownership guidelines and retention requirements. Substantial accumulated deferred stock units indicate ongoing equity alignment.
- Conflicts/related party exposure: Audit Committee oversees related-person transactions; none reported in 2024. Anti-hedging/anti-pledging policy applies to directors.
- Shareholder signals: Say-on-pay support was 94.3% in May 2024, indicating broad investor approval of compensation practices and governance framework.
RED FLAGS/Watch items
- Long tenure (director since 2005) is sometimes scrutinized for independence refresh; Board explicitly affirms independence under NASDAQ and Company guidelines.
- Director equity awards vest immediately (not performance-conditioned); ownership guidelines and retention rules help maintain alignment.
Overall, Wathen’s governance profile shows independence, committee engagement, and attendance, with no related-party or hedging/pledging concerns disclosed; compensation structure is standard and peer-benchmarked, with meaningful equity linkage via deferred units.