Diane Bonina
FEDERAL SIGNAL CORP /DE/About Diane Bonina
Diane I. Bonina is Vice President, General Counsel and Secretary of Federal Signal Corporation, appointed effective April 26, 2022; she is 61 years old as of February 1, 2025, and previously served as Assistant Vice President – Senior Legal Counsel at AT&T, an attorney at Jenner & Block, and a law clerk to Judge Cornelia G. Kennedy (U.S. Court of Appeals for the Sixth Circuit); she holds a J.D. from the University of Michigan Law School (1989) and an undergraduate degree from Dartmouth College (1985) . Under her tenure as a named executive officer, FSS delivered record 2024 results (net sales $1.86B, +8% y/y; adjusted EBITDA $350.6M, +23%; EPS $3.50, +37%), and shareholder returns were strong: five-year TSR rose to $299 (vs. peer group $226), with pay outcomes aligned via STIP and PSUs tied to earnings, margin, EPS, ROIC, and relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AT&T Inc. | Assistant Vice President – Senior Legal Counsel | 1996–2022 | Broad range of roles with increasing legal and management responsibility across AT&T and predecessor companies |
| Jenner & Block | Attorney, Litigation Department | 1990–1996 | Complex litigation experience; foundation for corporate legal leadership |
| U.S. Court of Appeals for the Sixth Circuit | Law Clerk to Hon. Cornelia G. Kennedy | 1989–1990 | Appellate clerkship; analytical rigor, judicial process insights |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in Company filings | — | — | FSS executive officer biographies list corporate roles only; no public company board service disclosed for Bonina |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Base Salary ($) | $345,000 | $372,500 | $417,200 |
| Perquisites and Other ($) | $19,348 | $35,766 | $63,045 |
| Perquisites Detail (2024) | — | — | Auto allowance $9,000; 401(k) contribution $13,800; Savings Restoration Plan contribution $33,350; dividends on unvested restricted stock $3,724; matching gifts $2,500; other items $671 |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 Design and Outcomes
| Component | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted income before income taxes ($M) | 60% | $208.3 | $231.4 | $254.5 | $271.8 | 200% of target |
| Adjusted EBITDA margin (%) | 20% | 15.3% | 16.8% | 17.8% | 18.8% | 200% of target |
| Individual objectives | 20% | — | — | — | Max achievement | 200% of target |
| Executive | Target Bonus (% of Salary) | Total Target Incentive ($) | Total STIP Payment (% of Target) | Total STIP Payment ($) |
|---|---|---|---|---|
| Diane I. Bonina | 55% | $229,460 | 200% | $458,920 |
Notes: STIP metrics are 80% financial (earnings and EBITDA margin) and 20% individual objectives; payouts range 0–200% of target; Committee retained this structure for 2025 .
Long-Term Incentives – Structure, Grants, and Vesting
| Element | Metric(s) | Mix | Vesting | 2024 Grant (Bonina) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | EPS (75%), ROIC (25%); TSR modifier (+/–20% if top/bottom quartile vs S&P 600 Capital Goods) | 50% | 3-year performance; earned shares vest end of period | 2,913 target PSUs | $250,023 |
| Stock Options | Share price appreciation | 25% | 1/3 per year over 3 years; 10-year term | 4,271 options @ $82.31 (5/2/24) | $124,927 |
| Restricted Stock | Time-based | 25% | Cliff vest at 3 years | 1,519 shares (5/2/24) | $125,029 |
Performance history: PSUs granted in 2022 earned at 228% of target (190% on financials, +20% TSR modifier for top-quartile TSR); shares issued in Q1 2025 to recipients employed on Dec 31, 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 23,058 shares; “*” indicates <1% of outstanding common stock |
| Shares Outstanding (Record Date) | 61,097,138 (Feb 24, 2025) |
| Options Exercisable within 60 Days | 7,754 shares (counts toward beneficial ownership presentation) |
| PSUs Earned and Issued (2022 Grant) | 7,165 shares issued net of withholding (Feb 27, 2025) |
| Unvested Restricted Stock (12/31/2024) | 1,519 shares; market value $140,340 (close $92.39) |
| PSUs Outstanding (Unvested) | 6,991 shares shown at maximum payout assumption; market/payout value $645,917 (close $92.39) |
| Option Positions (12/31/2024) | 5/4/22: 5,604 exercisable; 2,802 unexercisable @ $35.80, exp. 5/4/32 ; 5/4/23: 2,150 exercisable; 4,300 unexercisable @ $51.81, exp. 5/4/33 ; 5/2/24: 4,271 unexercisable @ $82.31, exp. 5/2/34 |
| Ownership Guidelines | Section 16 officers must hold 2x base salary; Bonina exceeded target ownership as of Dec 31, 2024; after achieving, must retain ≥50% of vested shares for two years |
| Hedging/Pledging | Prohibited for directors, officers, employees; includes short sales, margin accounts, pledging, derivatives |
Employment Terms
| Provision | Key Terms |
|---|---|
| Executive General Severance Plan | If involuntary termination without “Cause” or voluntary termination for “Good Reason”: cash equal to tiered % of base + target bonus (Tier I: 100%; Tier II: 75%; Tier III: 50%); pro-rata current-year bonus; continuation of health/welfare benefits (12/9/6 months for Tier I/II/III); vested options exercisable for 3 months; unvested equity forfeited |
| Non-Compete / Non-Solicit | 12 months non-compete and non-solicit obligations tied to severance eligibility |
| Death or Disability | Immediate vesting of options and restricted stock; PSUs vest pro-rata based on greater of actual or target performance; pro-rata STIP at target; options exercisable for one year; benefits via group plans |
| Change-in-Control (CIC) | Double-trigger: benefits if separation within 24 months after a CIC or for “Good Reason”; cash up to 2.0x base + target bonus for Bonina; additional 1.0x base + target bonus for 18-month non-compete; immediate vesting/lapse of restrictions for all equity awards; medical coverage continuation up to 36 months; no excise tax gross-up for Bonina (gross-up only for CEO under grandfathered agreement) |
| CIC Definitions | CIC includes ≥40% voting power acquisition, majority board replacement in 24 months, certain mergers/sales; “Cause” and “Good Reason” defined (duties reduction, pay cut, relocation >50 miles, successor non-assumption, material breach) |
Bonina’s estimated benefits (12/31/2024): Severance compensation $484,995 (general severance); CIC cash $1,293,320; pro-rata bonus $229,460; immediate vesting values for options, RS, PSUs per table; no excise tax gross-up .
Investment Implications
- Strong pay-for-performance signals: Bonina’s 2024 STIP paid at 200% of target on both earnings and margin as FSS exceeded maximum goals (adj. pretax $271.8M vs $254.5M max; EBITDA margin 18.8% vs 17.8% max), suggesting favorable momentum in core financial levers tied to cash incentives .
- Equity-rich mix and vesting cadence: 2024 grants include PSUs (2,913 target; 3-year performance to 12/31/2026), options (4,271 @ $82.31; 3-year ratable vest), and restricted stock (1,519; 3-year cliff), aligning upside to EPS, ROIC and TSR; the 2022 PSU cohort earned 228% and was issued in Q1 2025, creating potential near-term liquidity events for tax withholding and personal diversification but pledging/hedging is prohibited, reducing alignment risk .
- Ownership and retention: Bonina exceeds stock ownership guidelines (≥2x salary) and must retain at least 50% of net shares for two years after vesting, indicating durable alignment; combined with CIC protection (up to 2.0x base+bonus) and defined non-compete/non-solicit obligations, near-term retention risk appears contained .
- Governance and shareholder support: FSS’s Say-on-Pay received ~96% approval in 2024, and compensation structures (no tax gross-up except grandfathered CEO agreement, clawback policy, strict insider trading and anti-pledging restrictions) reflect disciplined governance that limits red flags often associated with misaligned pay .
- Monitoring catalysts: Upcoming vesting dates (options annual tranches and restricted stock cliff in May 2027) and PSU determinations (2023 and 2024 grants vesting at 12/31/2025 and 12/31/2026) will be key windows to track Form 4 filings for sales-to-cover vs discretionary selling; watch performance vs targets to anticipate PSU outcomes and potential incremental realized compensation .