Mark Carano
FRANKLIN ELECTRIC COAbout Mark Carano
Mark A. Carano was appointed as a non-employee director of Franklin Electric (FELE) effective May 7, 2025, for a term expiring at the 2027 Annual Meeting of Shareholders . He is currently Vice President, Chief Financial Officer and Treasurer of SPX Technologies, Inc. (since 2023); previously he served as SVP, CFO & Treasurer of Insteel Industries, CFO of Big River Steel, and spent 14 years in investment banking. He holds a B.A. from Vanderbilt University and an MBA from Northwestern University’s Kellogg School of Management . Independence status and committee assignments for Mr. Carano were not disclosed in the appointment filing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPX Technologies, Inc. | VP, Chief Financial Officer & Treasurer | Since 2023 | Public-company CFO; extensive finance/manufacturing sector expertise cited by FELE Board Chair |
| Insteel Industries, Inc. | Senior Vice President, CFO & Treasurer | Not disclosed | Corporate finance leadership |
| Big River Steel LLC | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Investment Banking | Various roles | 14 years | M&A/deal-making expertise highlighted as valuable to FELE’s acquisition strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SPX Technologies, Inc. (NYSE: SPXC) | VP, Chief Financial Officer & Treasurer | Since 2023 | Active executive role at another public industrial company |
Board Governance
- Appointment/term: Appointed May 7, 2025; term to 2027 Annual Meeting .
- Independence: Not stated in the 8-K; the filing notes no related-party transactions requiring disclosure under Item 404(a) .
- Committees: Not disclosed at appointment .
- Board leadership context: Jennifer L. Sherman elected Chairperson effective May 2, 2025 ; prior 2024 proxy reflects standard governance practices (lead independent director role, executive sessions, etc.) .
- Attendance baseline: In 2024, the Board held five meetings and each director attended ≥80% of applicable meetings; independent directors met in executive session five times (contextual benchmark; predates Carano’s appointment) .
Fixed Compensation
| Element | Amount/Policy | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $85,000 | |
| Audit Committee Chair fee | $22,500 | |
| Audit Committee member fee | $12,500 | |
| Governance Committee Chair fee | $15,000 | |
| Governance Committee member fee | $6,000 | |
| Compensation Committee Chair fee | $25,000 | |
| Compensation Committee member fee | $6,000 | |
| Lead Independent Director fee | $22,500 | |
| Director equity grant (2024 precedent) | $135,000 (1,368 shares; immediate vest) |
Notes:
- On May 7, 2025, upon joining the Board, Mr. Carano was credited with 1,684.48 stock units at $86.08 per unit under the Non-Employee Directors’ Deferred Compensation Plan, representing his annual stock award, deferred until the earlier of August 26, 2041 or separation from Board service . No stock options are granted to non-employee directors per recent policy .
Performance Compensation
- Non-employee directors do not receive performance-based incentives (no PSUs or cash metrics); equity grants are time-based/fully vested at grant for directors, designed for alignment rather than pay-for-performance .
Other Directorships & Interlocks
| Entity | Type | Details |
|---|---|---|
| None disclosed | — | The appointment 8-K does not disclose other public company directorships or any interlocks; it affirms no related-party transactions requiring Item 404(a) disclosure since Jan 1, 2024 . |
Expertise & Qualifications
- Finance and M&A/deal-making: 14 years in investment banking plus CFO roles in steel and industrials; FELE highlights his experience as valuable for accretive acquisitions .
- Industrial/manufacturing sector familiarity: Career in manufacturing-oriented companies (SPX, Insteel, Big River Steel) .
- Education: B.A. Vanderbilt; MBA Kellogg (Northwestern) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common shares (initial Form 3) | — | No non-derivative holdings reported on initial Form 3 (Table I) . |
| Deferred Stock Units (DSUs) | 1,684.48 units @ $86.08 | Annual director stock award deferred under Directors’ Deferred Compensation Plan; distribution at separation or by Aug 26, 2041 . |
| Pledged shares | None indicated | Anti-hedging and anti-pledging policies prohibit directors from pledging FELE securities . |
| Stock ownership guideline | 5x annual retainer for non-employee directors; 5-year compliance window | Applies to directors; all non-employee directors met or were within grace period as of 2024; Carano appointed in 2025 (thus within new 5-year window) . |
Director Compensation (Policy Reference)
| Director | Cash Fees 2024 ($) | Stock Awards 2024 ($) | Total 2024 ($) |
|---|---|---|---|
| Non-employee directors (examples) | Role-dependent (e.g., $91k–$122.5k among peers) | $135,000 | $211,000–$257,500 |
Mr. Carano’s 2025 equity crediting (1,684.48 DSUs) suggests an equity grant value sized at market on appointment; exact 2025 director fee totals for Carano will be disclosed in the next proxy. The 8-K confirms absence of related-party transactions for Carano at appointment .
Say-on-Pay & Shareholder Feedback (Context)
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| May 2, 2025 Annual Meeting | Advisory vote on executive compensation | 37,779,098 | 2,478,104 | 106,312 | 2,099,241 |
- Prior year say-on-pay (May 3, 2024) received 94.3% support (context) .
Related-Party Transactions / Conflicts
- Appointment filing states no transactions since Jan 1, 2024 in which Mr. Carano or his immediate family had a direct or indirect material interest requiring Item 404(a) disclosure .
- Audit Committee reviews/approves related person transactions; none in 2024 (context) .
Insider Filings (Initial)
| Date | Form | Security | Quantity | Price | Key Terms |
|---|---|---|---|---|---|
| 05/19/2025 (event 05/07/2025) | Form 3 | Deferred Stock Units | 1,684.48 | $86.08 | Annual director stock award; issuance deferred until earlier of Aug 26, 2041 or Board separation . |
Governance Assessment
- Positives:
- Transaction-oriented CFO with deep industrial finance and M&A background, explicitly aligned with FELE’s acquisitive growth strategy .
- No related-party or Item 404(a) concerns at appointment; aligns with independence expectations for non-employee directors .
- Immediate equity alignment via DSUs and strong anti-hedging/anti-pledging and ownership guidelines (5x retainer; 5-year window) .
- Watch items / open questions:
- Committee assignments and attendance will only be confirmed in the next proxy; monitoring where he is seated (Audit vs. Compensation vs. Governance) will clarify his governance impact .
- Dual-demand risk: Active CFO at SPX Technologies; time commitments merit monitoring though common among public-company directors .
- Board leadership transition in May 2025 (new independent Chair) creates a constructive backdrop; ensuring robust committee independence/composition remains important (context) .
No red flags identified in filings to date; absence of Item 404(a) transactions and adherence to director equity/ownership policies support investor alignment. Continued disclosure (next DEF 14A) will be key for confirming independence designation and committee roles .