Thomas VerHage
FRANKLIN ELECTRIC COAbout Thomas R. VerHage
Independent director of Franklin Electric (FELE), age 71, serving since 2010. Former CFO of Donaldson Company and prior audit partner at Deloitte & Touche and Arthur Andersen; holds a BBA and MBA from the University of Wisconsin. Designated an “audit committee financial expert,” bringing deep finance and accounting oversight to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donaldson Company, Inc. | Vice President & Chief Financial Officer | 2004–2011 | Led finance for a global industrial manufacturer; builds credibility on financial controls and reporting |
| Deloitte & Touche LLP | Partner | 2002–2004 | Big Four audit leadership; informs audit oversight and external auditor interactions |
| Arthur Andersen LLP | Partner | 1976–2002 | Public accounting leadership; strengthens technical accounting and audit risk review |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public-company directorships disclosed in FELE proxy biography |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director per NASDAQ and FELE guidelines |
| Committees | Audit Committee (member); Corporate Governance Committee (member) |
| Financial Expert | Board determined all Audit members, including VerHage, are “audit committee financial experts” |
| Attendance | Board held 5 meetings in 2024; each director attended ≥80% of Board/committee meetings; all directors attended 2024 Annual Meeting |
| Executive Sessions | Independent directors met in executive session 5 times in 2024 |
| Related-Party Oversight | Audit Committee reviews related-person transactions; none in 2024 and 2023 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Fees | $103,500 | Base retainer $85,000 plus committee member fees (Audit $12,500; Governance $6,000) |
| Equity (Stock Award) | $135,000 | 1,368 shares granted 5/2/2024; vested immediately |
| Options | $0 | No options granted; no outstanding director options |
| Total | $238,500 | Fees + stock award |
| Deferrals | Fees: $103,500; Stock award deferred | Elected to defer both fees and stock into Non-Employee Directors’ Deferred Compensation Plan |
Retainer structure reference: Base $85,000; Audit Chair $22,500, Audit member $12,500; Governance Chair $15,000, Governance member $6,000; Compensation Chair $25,000, Compensation member $6,000; Lead Independent Director $22,500 .
Performance Compensation
| Metric | Plan Linkage | 2024 Disclosure |
|---|---|---|
| Performance-based director pay | N/A | Non-employee director equity awards vest immediately; no performance hurdles; no options |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public boards | None disclosed for VerHage |
| Potential interlocks | Not indicated with FELE competitors/suppliers/customers |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Finance & Accounting | Former CFO; audit partner roles; Audit Committee financial expert |
| Governance & Risk | Long-tenured board member; serves on Audit and Governance Committees |
| Education | BBA and MBA, University of Wisconsin |
Equity Ownership
| Item | Amount | Context |
|---|---|---|
| Beneficial Ownership | 902 shares | As of 3/3/2025; <1% of class |
| Deferred Stock Units | 60,009 units | Credited under Non-Employee Directors’ Deferred Compensation Plan |
| Shares Outstanding | 45,780,415 | As of record date 3/3/2025 |
| Ownership Guidelines | 5× annual retainer (non-employee directors) | All NEOs and non-employee directors met or were within grace period at end of 2024 |
| Hedging/Pledging | Prohibited for executives and directors | Anti-hedging and anti-pledging provisions in place |
Governance Assessment
- Strengths: Independence; deep audit and CFO experience; designated audit financial expert; active roles on Audit and Governance Committees; consistent attendance; no related-party transactions flagged by Audit Committee in 2024/2023 .
- Alignment: Mix of cash retainer plus immediate-vesting stock grants; participation in director deferred compensation with significant credited stock units; subject to 5× retainer ownership guideline; anti-hedging/pledging policies bolster alignment .
- RED FLAGS: None disclosed regarding conflicts, related-party transactions, hedging/pledging, or attendance; no performance-based director pay (common) but reduces direct pay-for-performance linkage at the board level .