Renee Peterson

About Renee J. Peterson

Independent director of Franklin Electric since 2015; age 63. Former CFO of The Toro Company (2011–2023) with prior senior finance roles at Eaton and Honeywell. Education: BS in Accounting (Saint Cloud State University), MBA (University of Minnesota). Designated “audit committee financial expert.” Standing for re‑election to a term expiring at the 2028 annual meeting.

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO and Executive Chair are independent; Peterson is independent.
• Committees and roles:
  • Audit Committee: Chair; 5 meetings in 2024; all members independent and deemed “audit committee financial experts.” Oversees financial reporting, internal controls, compliance, risk management, auditor appointment, and related‑party review (no related‑party transactions in 2024).
  • Corporate Governance Committee: Member; 3 meetings in 2024; reviews board/committee structure, director compensation, and governance guidelines.
• Attendance: Board held 5 meetings in 2024; each director attended ≥80% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting. Independent directors met in executive session five times.
• Lead Independent Director: Jennifer L. Sherman, with defined responsibilities and additional compensation.

Fixed Compensation

Fee schedule context:

• Annual retainer: $75,000 (2023) → $85,000 (2024).
• Committee fees (2024): 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.

Deferred Compensation elections:

• Peterson deferred her 2024 cash fees ($113,500) and her 2024 stock award into the Non‑Employee Directors’ Deferred Compensation Plan; she also deferred cash fees and the stock award in 2023.

Performance Compensation

Notes:

• Directors may defer cash/stock into stock units or interest‑credited balances (Wells Fargo Stable Return fund rate); deferred stock awards convert to stock units with dividend credits.
• No options granted to non‑employee directors; none outstanding.
• No performance metrics apply to director stock grants; they are time‑vested and immediately vest on grant.

Other Directorships & Interlocks

• No other public company directorships disclosed; no shared directorships with disclosed competitors/suppliers/customers.

Expertise & Qualifications

• Financial and operational leadership across large manufacturers (Toro, Eaton, Honeywell) with IS oversight experience; designated audit committee financial expert.
• Education: BS Accounting (Saint Cloud State University); MBA (University of Minnesota).

Equity Ownership

Governance Assessment

• Strengths: Independent Audit Chair with “financial expert” designation; clean related‑party record in 2024; robust auditor independence and pre‑approval policy; strong board process (executive sessions, attendance).
• Alignment: Mix of cash and equity; annual stock awards with immediate vesting and optional deferral into stock units; director ownership guidelines at 5× retainer; anti‑hedging/anti‑pledging enhances alignment.
• Signals: Board recommends Peterson for re‑election through 2028—continuity in audit oversight amid CEO transition; Audit Committee under her chairmanship issued standard unqualified audit committee report.
• Potential Red Flags: Low disclosed direct share count (724) offset by substantial deferred stock units and ownership guideline framework; no performance conditions on director equity (typical for boards, but worth noting for incentive alignment).
• No conflicts/related‑party exposure disclosed for 2024; none in 2023.

Additional Context (Board and Shareholder Signals)

• Say‑on‑pay approval was 94.3% in 2024, indicating broad shareholder support for compensation practices overseen by the board/committees.
• Auditor fees transparent with modest tax services and no audit‑related fees; long‑standing auditor (since 1988) with independence affirmed.

Appendix: Committee Overview (for reference)