Brenda Reichelderfer
FEDERAL SIGNAL CORP /DE/About Brenda L. Reichelderfer
Brenda L. Reichelderfer (age 66) has served on Federal Signal’s board since October 2006 and has been Lead Independent Director since April 30, 2019, bringing extensive operating, innovation, and international experience across industrial and aerospace sectors . She currently chairs the Compensation and Benefits Committee and serves on the Governance and Sustainability Committee; the board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ITT Inc. (NYSE: ITT) | Group President; Senior Vice President; Corporate Director of Engineering & CTO | Group President from Dec 1998; SVP from Dec 2002; CTO from Oct 2005; until May 2008 | Led engineering/manufacturing operations and technology strategy |
| TriVista Business Group | Senior Vice President & Managing Director | Jul 2008 – Dec 2017 | Operations and performance improvement leadership |
| Meggitt PLC (LSE: MGGT) | Director | Jun 2011 – Apr 2017 | Aerospace/defense oversight on UK-listed board |
| Hermetic Solutions Group (PE-owned) | Director | Feb 2019 – Nov 2022 | Military/aerospace component supplier governance |
| Tribus Aerospace (PE-owned) | Director; Interim CEO | Director since Nov 2017; Interim CEO Jun 2021 – Jan 2022 | Interim leadership during CEO transition |
External Roles
| Company | Market/Ticker | Role | Start Date |
|---|---|---|---|
| John Wood Group PLC | LSE: WG | Director | Mar 2021 – Present |
| Moog Inc. | NYSE: MOG-A | Director | Jan 2016 – Present |
| Tribus Aerospace | Private | Director | Nov 2017 – Present |
Board Governance
- Independence: Independent; all directors except the CEO (Jennifer Sherman) are independent under NYSE Section 303A.02; all committee members are independent under NYSE/SEC rules .
- Roles: Lead Independent Director with responsibilities similar to an independent chair; serves as liaison to CEO, approves agendas, and chairs executive sessions of independent directors .
- Committees: Compensation and Benefits (Chair); Governance and Sustainability (Member); not on Audit .
- Attendance and meeting cadence: Board met 6 times in 2024; Audit 7; Compensation and Benefits 4; Governance and Sustainability 4. Each director attended ≥75% of Board/Committee meetings; all directors attended the 2024 Annual Meeting .
- Stock ownership alignment: Non-employee directors must hold stock equal to 5x annual retainer; all met targets as of 12/31/2024 except a newly appointed director; non-employee directors must retain 50% of vested shares for two years after vesting/grant .
- Risk oversight: Audit oversees financial/cyber risks; Compensation and Benefits oversees compensation risk; Governance and Sustainability oversees board composition and sustainability initiatives .
- Policies: Prohibits hedging, short sales, holding in margin accounts, pledging, and trading during blackout periods; clawback policy applies to Section 16 officers’ incentive compensation .
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $117,000 |
| Stock Awards (Grant-date fair value) | $125,000 |
| Option Awards | $0 |
| Other Compensation | $0 |
| Total | $242,000 |
- Lead Independent Director retainer of $95,000 is included in her cash fees; annual director stock grant vests immediately upon issuance .
- 2024 annual stock grant: 1,493 shares granted April 23, 2024 at a closing price of $83.76 (fair value basis per ASC 718) .
Performance Compensation (Committee-Designed Executive Metrics)
| Plan | Metric | Weight | Performance Period | Notes |
|---|---|---|---|---|
| STIP (Annual Cash Incentive) | Earnings | 60% | FY2024 | Company-wide annual plan |
| STIP | EBITDA Margin | 20% | FY2024 | Margin quality focus |
| STIP | Individual Objectives | 20% | FY2024 | Role-specific goals |
| LTIP (PSUs) | EPS from continuing operations | 75% | 3-year ending Dec 31, 2026 | Core driver of PSU payout |
| LTIP (PSUs) | ROIC | 25% | 3-year ending Dec 31, 2026 | Capital efficiency focus |
| LTIP (PSUs) | Relative TSR modifier vs S&P 600 Capital Goods | Modifier | 3-year | Top/bottom quartile +/-20% modifier; 2022 PSU cycle earned 228% due to top-quartile TSR on the 2014–2024 cycle ending Dec 31, 2024 |
- Independent compensation consultant (Meridian) advised the committee; fees of $96,862 in FY2024; committee determined consultant independence under SEC/NYSE factors .
- Compensation risk assessment concluded programs do not create excessive/unnecessary risk; regular access to independent consultant maintained .
Other Directorships & Interlocks
| Link Type | Detail |
|---|---|
| External Boards | John Wood Group PLC (LSE: WG); Moog Inc. (NYSE: MOG-A); Tribus Aerospace (private) |
| Board Composition Context | FSS Chairman Dennis J. Martin is independent but a former CEO; LID role assigned to Reichelderfer to enhance independent oversight . |
- No compensation committee interlocks or insider participation disclosed for FY2024 (no reciprocal-executive overlaps) .
- No related-party transactions requiring disclosure in FY2024 among directors, nominees, executive officers, >5% holders, or their immediate families .
Expertise & Qualifications
- Expertise in growing industrial/aerospace businesses; extensive operations, innovation/new product development; significant international business experience .
- The board skills matrix highlights broad coverage across risk management, manufacturing, strategy, and technology across directors; Reichelderfer is identified with public board experience and operational/technology strengths .
Equity Ownership
| Holder | Shares Beneficially Owned (Feb 24, 2025) | % of Outstanding |
|---|---|---|
| Brenda L. Reichelderfer | 57,417 | <1% (based on 61,097,138 shares outstanding) |
- Directors are prohibited from hedging or pledging company stock; must meet and maintain ownership guidelines (5x retainer) and hold 50% of net shares post-vesting for two years; all non-employee directors met ownership levels as of 12/31/2024 (except a November 2023 appointee) .
- Annual director stock awards vest immediately; dividend equivalents may accrue only on deferred units where applicable (not disclosed for Reichelderfer) .
Governance Assessment
- Strengths: Long-tenured independent oversight as LID; chairs Compensation and Benefits Committee with use of independent consultant; robust anti-hedging/pledging and clawback policies; directors meet high ownership requirements; all directors met attendance thresholds, supporting engagement and board effectiveness .
- Alignment: Director compensation balanced between cash and equity, with immediate vest grants and stringent ownership/holding rules that enhance alignment; beneficial ownership is meaningful relative to director norms (57,417 shares) .
- Risks/Red Flags: No related-party transactions or committee interlocks disclosed for FY2024; policies mitigate speculative trading and pledging risks. Watchpoints include workload across multiple boards (UK and US-listed) but no conflicts disclosed; continued monitoring of committee leadership and external commitments is prudent .
- Board dynamics: LID role assigned given Chair’s former-CEO status, signaling attention to perceived independence and investor confidence in oversight structure .