Victor Grizzle
FRANKLIN ELECTRIC COAbout Victor D. Grizzle
Victor D. Grizzle, age 63, has served as an independent director of Franklin Electric since 2020. He is President and Chief Executive Officer of Armstrong World Industries, Inc. (AWI) since 2016 and holds a B.S. in Mechanical Engineering from California Polytechnic University; his background includes senior leadership in international business, acquisitions, process improvement, and commercial execution at large manufacturers. His tenure on the FELE board includes chairing the Corporate Governance Committee and serving on the Compensation Committee, with consistent attendance and independence under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armstrong Building Products (a unit of AWI) | Executive Vice President and Chief Executive Officer | 2011–2016 | Led product, operations, and commercial execution ahead of CEO role at AWI |
| Valmont Industries | Group President, Global Structures, Coatings & Tubing | Not disclosed | Oversaw global manufacturing and operations across industrial segments |
| General Electric Company | General management roles | 16 years | Progressive leadership in industrial businesses and process improvement |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Armstrong World Industries, Inc. | President & Chief Executive Officer | 2016 | Public-company CEO role; FELE proxy does not list other public company directorships for Mr. Grizzle |
Board Governance
- Independence: The Board determined all directors other than the Executive Chairperson and CEO are independent; Mr. Grizzle is independent.
- Attendance & engagement: The Board met five times in 2024; each director attended at least 80% of Board and committee meetings and attended the 2024 Annual Meeting. Independent directors met in executive session five times.
- Leadership: Jennifer L. Sherman is Lead Independent Director; responsibilities include agenda-setting and executive sessions.
| Committee | Role | 2024 Membership | Meetings in 2024 |
|---|---|---|---|
| Corporate Governance | Chair | Yes | 3 |
| Management Organization & Compensation | Member | Yes | 6 |
| Audit | — | No | 5 (committee count for context) |
Potential self-compensation consideration: As Governance Chair, Mr. Grizzle oversees recommendations on non-employee director compensation (with Board/committee process and independence standards in place).
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount ($) |
|---|---|
| Annual Director Retainer | 85,000 |
| Governance Committee Chair Fee | 15,000 |
| Compensation Committee Member Fee | 6,000 |
| Total Cash Fees | 106,000 (Mr. Grizzle deferred his entire fees) |
- Retainer/fees framework: 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 +$22,500.
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024-05-02 | Common Stock | 1,368 | 135,000 | Vested immediately; Mr. Grizzle elected to defer into the Non-Employee Directors’ Deferred Compensation Plan |
- No stock options were granted to non-employee directors in 2024; none hold outstanding options.
- Deferred Compensation Plan mechanics: Directors may defer cash and/or stock awards, elect lump-sum or installments, choose interest crediting (Wells Fargo Stable Return rate) or stock units with dividend equivalents; ownership guideline for directors is 5x annual retainer (compliant or within grace).
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| Armstrong World Industries, Inc. | CEO | FELE’s Audit Committee reported no related-person transactions in 2024; AWI’s business (ceilings/walls) is distinct from FELE’s pumps/energy systems; no FELE proxy disclosure of overlapping supplier/customer conflicts for Mr. Grizzle. |
Expertise & Qualifications
- Education: B.S., Mechanical Engineering, California Polytechnic University.
- Technical/operational expertise: Global manufacturing operations, engineering, product development, plant management, and commercial execution; senior leadership in international business, acquisitions, process improvement, and sales/marketing at publicly traded manufacturers.
- Board diversity context: FELE Board includes two female directors and two racially/ethnically diverse directors; female directors hold leadership roles (Audit Chair, Lead Independent Director).
Equity Ownership
| Holder | Beneficial Shares | Deferred Stock Units | Ownership % of Shares Outstanding |
|---|---|---|---|
| Victor D. Grizzle | 2,236 | 9,460 (stock units in Deferred Compensation Plan; excluded from beneficial count in table) | 0.0049% (2,236 ÷ 45,780,415 outstanding) |
- Anti-hedging/pledging: Company prohibits executives and directors from hedging or pledging Company securities; clawback policy updated October 2023 consistent with SEC rules.
- Ownership guidelines: Non-employee directors must hold stock equal to 5x annual retainer; all are compliant or within grace period.
Governance Assessment
- Strengths: Independent status, strong committee roles (Governance Chair; Compensation member), robust attendance, and demonstrated alignment via deferral of both cash fees and stock award; anti-hedging/pledging and clawback policies bolster governance quality.
- Compensation signaling: Director pay mix weighted toward equity ($135k stock vs. $106k cash) with immediate vesting but elective deferral into stock units; Governance Committee uses peer benchmarking; no options outstanding for directors.
- Shareholder sentiment: Say-on-pay support of 94.3% in May 2024 indicates broad investor alignment with compensation practices (context for overall governance environment).
- Conflicts/related party: Audit Committee reported no related-person transactions in 2024; no disclosed pledging/hedging; overlapping roles at AWI appear low-conflict relative to FELE’s industry footprint.
RED FLAGS: None disclosed specific to Mr. Grizzle in 2024—no related-party transactions, hedging/pledging, or options repricing reported; note standard oversight consideration as Governance Chair covering director compensation (mitigated by independent Board process).