Jennifer Sherman
FRANKLIN ELECTRIC COAbout Jennifer L. Sherman
Jennifer L. Sherman (age 60) is a long-tenured independent director of Franklin Electric (FELE), serving since 2015, and was the Company’s Lead Independent Director through 2024; she was elected Chairperson of the Board effective May 2, 2025. She is President and CEO of Federal Signal Corporation (since 2016), holds a business degree in finance and a Juris Doctor from the University of Michigan, and is a fellow of Northwestern’s Kellogg School CEO Perspectives program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Signal Corporation | President & CEO | 2016–present | Led strategy, operations; prior ascending leadership roles in HR, administration, and operations |
| Federal Signal Corporation | Chief Operating Officer | 2014–2015 | Oversaw domestic/international businesses |
| Federal Signal Corporation | Chief Administrative Officer | 2010–2014 | Corporate administration leadership |
| Federal Signal Corporation | General Counsel | 2004–2010 | Governance, compliance, litigation oversight |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Federal Signal Corporation | Director (in addition to CEO) | Yes | Public manufacturing company (NYSE/NASDAQ listings referenced), CEO since 2016 |
| Franklin Electric | Chairperson of the Board | Yes | Elected Chairperson effective May 2, 2025 (term expiring at the 2026 AGM) |
Board Governance
- Independence: The Board determined Ms. Sherman is independent under NASDAQ rules; in 2024 only the CEO (Ruzynski) and Executive Chair (Sengstack) were non-independent .
- Leadership: Served as Lead Independent Director with defined responsibilities (agenda setting, executive sessions, liaison to Chair; receives additional compensation) .
- Committee service: Member, Management Organization & Compensation Committee (MOC) in 2024; not Chair (chair was Alok Maskara). Not on Audit or Governance committees in 2024 .
- Attendance: Board met five times in 2024; each director attended at least 80% of aggregate Board/committee meetings and all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session five times in 2024 .
- 2025 election: Nominated for term expiring in 2028 and unanimously recommended by the Board .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Director Retainer (cash) | $85,000 | Non-employee director retainer |
| Lead Independent Director Fee (cash) | $22,500 | Role-based premium |
| Compensation Committee Member Fee (cash) | $6,000 | Member fee (MOC Committee) |
| Total Cash Fees Paid/Earned | $113,500 | Matches director compensation table line for Sherman |
| Deferral Election (cash fees) | $113,500 deferred | Deferred into Director Deferred Compensation Plan |
| Meeting fees | Not disclosed | Retainer/committee structure disclosed; no separate meeting fee schedule identified |
Notes:
- Director compensation determined versus a defined peer group methodology (Corporate Governance Committee recommends; stock awards made under Stock Plan) .
- Directors may defer cash/stock into stock units or interest-bearing accounts; stock units accrue dividend equivalents .
Performance Compensation
| Equity Component (2024) | Grant Detail | Vesting | Amount/Units |
|---|---|---|---|
| Annual stock award | Granted May 2, 2024; 1,368 shares | Vested immediately | $135,000 grant-date fair value; Ms. Sherman elected to defer into stock units |
| Options | None | N/A | Company did not grant options to non-employee directors in 2024 |
| Dividend equivalent credits (deferred stock units) | Credit for cash dividends on deferred stock units | Accrued as units | 108.38 units credited Aug 15, 2024 ; 145.57 units credited May 22, 2025 |
Context on company performance metrics (used for NEO pay, not director pay): Annual incentives use Adjusted EPS and Working Capital; LTI uses Normalized EBITDA vs S&P SmallCap 600 Industrials. Directors’ equity grants are time-based and not performance-conditioned .
Other Directorships & Interlocks
| Company | Relationship to FELE | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Federal Signal Corporation | Ms. Sherman is CEO & Director | Possible commercial touchpoints; none disclosed by FELE | Audit Committee reported no related-party transactions in 2024; related persons reviewed annually |
| Franklin Electric | Chairperson (from May 2025); previously Lead Independent Director | Governance leadership concentration | Appointment disclosed by company; independence maintained as non-employee director |
Expertise & Qualifications
- Broad leadership across compliance, HR, legal, governance, and operations; complements Board needs .
- University of Michigan business and law degrees; Kellogg CEO Perspectives fellow .
- Current CEO of a diversified industrial manufacturer (Federal Signal), bringing operating and governance experience .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 0 shares | As of March 3, 2025; excludes stock units |
| Director stock units credited (deferred comp plan) | 43,506 units | Stock units under Non-Employee Directors’ Deferred Compensation Plan |
| Ownership % of class | <1% | Company classification; total shares outstanding 45,780,415 |
| Stock ownership guideline | 5x annual retainer | Directors have 5 years to comply; stock units count toward guideline |
| Compliance status | All non-employee directors meet or are within grace period | Company statement as of end of 2024 |
| Hedging/pledging | Prohibited for executives and directors | Anti-hedging/pledging policy |
Insider Trades and Deferred Unit Activity (Form 4)
| Date | Type | Units/Amount | Price | Note |
|---|---|---|---|---|
| Aug 15, 2024 | Dividend equivalent credit | 108.38 stock units | N/A | Accrued on deferred stock units |
| May 2, 2025 | Deferral election credit | 3,928 stock units | $88.35 | Election to receive 2024 retainer, stock award, LID fee, committee fees in stock units |
| May 22, 2025 | Dividend equivalent credit | 145.57 stock units | N/A | Dividend equivalents on deferred shares |
| Aug 21, 2025 | Stock unit credit | 132 stock units | $95.76 | Additional deferred stock unit activity (aggregator) |
Director Compensation Mix (2024)
| Component | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Fees Earned/Paid in Cash | $113,500 | — | $113,500 |
| Annual Stock Award | — | $135,000 | $135,000 |
| Options | — | $0 (none granted) | $0 |
| Total | $113,500 | $135,000 | $248,500 |
Governance Assessment
- Strengths: Independent status; Lead Independent Director responsibilities increase Board effectiveness; consistent attendance; active role on Compensation Committee; strong alignment via deferral of total director compensation into stock units and ownership guidelines; anti-hedging/pledging policy supports alignment .
- Signals: Election as Chairperson in 2025 indicates Board confidence in her leadership; continuity from LID to Chair preserves independent oversight structure separate from management .
- Conflicts/Related Parties: Audit Committee reported no related-person transactions in 2024; continued annual review process .
- Attendance/Engagement: Board met five times; each director >80% participation; independent directors held five executive sessions—Sherman’s LID role includes chairing such sessions .
- RED FLAGS: None disclosed in 2024 for related-party transactions, hedging/pledging, or attendance shortfalls. Potential time-commitment risk from dual role as CEO of Federal Signal while chairing FELE, mitigated by prior strong engagement metrics and structural independence .
Overall governance quality appears solid: independent leadership, active committee work, strong alignment via equity deferrals, and no related-party exposure reported. Continuous monitoring of interlocks and time commitments is appropriate, but current disclosures support investor confidence .