John Workman
FEDERAL SIGNAL CORP /DE/About John L. Workman
Independent director of Federal Signal Corporation (FSS), age 73, serving since February 2014. Former CEO of Omnicare (2012–2014), previously President/CFO, and long-tenured CFO roles at HealthSouth and U.S. Can; inactive CPA. Current Board roles: Audit Committee Chair and member of Compensation & Benefits and Governance & Sustainability; designated an SEC “audit committee financial expert.” Core credentials emphasize financial expertise, capital structure optimization, and broad executive leadership across multiple industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omnicare, Inc. (NYSE: OCR, former) | CEO | Jun 2012–Jun 2014 | Led healthcare services provider; served on Omnicare Board Sep 2012–Jun 2014 |
| Omnicare, Inc. | President & CFO | Feb 2011–Jun 2012 | Financial leadership across operations |
| Omnicare, Inc. | EVP & CFO | Nov 2009–Feb 2011 | Financial oversight |
| HealthSouth (now Encompass Health; NYSE: EHC) | EVP & CFO | Sep 2004–Nov 2009 | Corporate finance at inpatient rehabilitation provider |
| U.S. Can Corporation (NYSE: USC, former) | CFO; COO; CEO | CFO Aug 1998–Oct 2002; COO Oct 2002–Feb 2003; CEO Feb 2003–Apr 2004 | Led capital structure optimization and operations in manufacturing across U.S., Europe, South America |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Agiliti Health, Inc. (NYSE: AGTI) | Director | Since Nov 2014 | Non-Executive Chairman until Apr 2015 |
| CONMED Corporation (NYSE: CNMD) | Director | Since Jul 2015 | Global medical devices manufacturer |
| Care Capital Properties, Inc. (NYSE: CCP, merged into SBRA) | Director | Aug 2015–Merger | Healthcare REIT; merged into Sabra (NASDAQ: SBRA) |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Workman is independent under NYSE rules .
- Committee assignments: Audit (Chair); Compensation & Benefits (member); Governance & Sustainability (member) .
- Financial expert: Workman qualifies as an SEC “audit committee financial expert” .
- Attendance and engagement: Each director attended at least 75% of Board and assigned committee meetings in FY2024; Board held 6; Audit 7; Compensation 4; Governance 4 .
- Leadership and risk oversight: Separate Chair/CEO structure; Lead Independent Director in place; non-employee directors meet in executive session; committees oversee financial/cyber risk (Audit), compensation risk (Compensation & Benefits), and board/sustainability governance (Governance & Sustainability) .
- Governance policies: Hedging/short sale/pledging prohibited; clawback policy in place; director retirement age 75 (waiver required to stand after 75) .
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Annual Director Retainer | 80,000 | Non-Chair/Non-Lead independent director rate |
| Audit Committee Chair Fee | 21,000 | Chair premium |
| Compensation & Benefits Committee Member Fee | 6,000 | Member (non-Chair) |
| Governance & Sustainability Committee Member Fee | 6,000 | Member (non-Chair) |
| Total Cash Fees (Workman) | 113,000 | Sum of component fees |
| Equity Grant (FY2024) | Value ($) | Grant Date | Closing Price | Shares Granted | Vesting |
|---|---|---|---|---|---|
| Annual Stock Award (Director) | 125,000 | Apr 23, 2024 | 83.76 | 1,493 | Vests immediately (no performance conditions) |
- Total 2024 director compensation (cash + equity): $238,000 for Workman .
Performance Compensation
| Element | Performance Metric(s) | Terms |
|---|---|---|
| Director equity award | None (no PSU/option metrics for directors) | Annual stock awards vest immediately; directors may elect deferral via RSUs; no director elected deferral in 2024 |
FSS uses performance-conditioned PSUs for executive officers (EPS/ROIC with TSR modifier), but non-employee director compensation is cash retainer plus immediately vesting stock awards without performance gates .
Other Directorships & Interlocks
- Current public company boards: Agiliti Health (AGTI) – Director; CONMED (CNMD) – Director .
- Prior public boards: Care Capital Properties (CCP) – Director until merger into SBRA; Omnicare – Board member 2012–2014 .
- Compensation committee interlocks: None; no cross-service involving FSS executives on other companies’ compensation committees and vice versa in FY2024 .
Expertise & Qualifications
- Financial expertise and capital structure optimization; broad executive leadership spanning healthcare, manufacturing, and services .
- Skills matrix indicates Workman contributes to strategy, operations, M&A, risk management, innovation/technology, manufacturing, and public board experience .
Equity Ownership
| Item | Amount/Status | As-of |
|---|---|---|
| Beneficial Ownership (shares) | 57,988 | Feb 24, 2025 |
| Ownership % of Outstanding | * (<1%) | Feb 24, 2025 (61,097,138 shares outstanding) |
| 2024 Annual Stock Award (shares) | 1,493 | Apr 23, 2024 |
| Director Ownership Guideline | 5x annual retainer; 50% of total comp paid in shares until achieved; retain 50% of vested shares for 2 years post-attainment | Policy |
| Guideline Compliance | Met for all non-employee directors except Helmkamp as of Dec 31, 2024 (Workman met) | Dec 31, 2024 |
| Hedging/Pledging | Prohibited by Insider Trading Policy | Policy |
Governance Assessment
- Strengths: Independent; Audit Chair and SEC-defined financial expert; robust committee engagement; attendance ≥75%; ownership aligned (meets 5x retainer guideline); no related-party transactions; no compensation committee interlocks; strong governance with anti-hedging/pledging and clawback policies .
- Potential risks/considerations: Age 73 vs. retirement age limit 75 (potential board turnover within two years absent waiver) ; multiple external directorships (AGTI, CNMD) but Audit Committee independence maintained and no member serves on >3 audit committees .
- Net investor signal: High alignment and governance quality; audit leadership and financial oversight by Workman support investor confidence; limited conflict exposure disclosed in 2024 .