Katrina Helmkamp - Director | FEDERAL SIGNAL CORP /DE/ (FSS) Executive Profile & Compensation

About Katrina L. Helmkamp

Independent director at Federal Signal Corporation (FSS) since November 2023; age 59. Former CEO with multi-industry operating and strategy background; BS in Industrial Engineering and MBA from Northwestern University. Currently serves on FSS’s Audit Committee and is classified as independent under NYSE rules; she qualifies as an “audit committee financial expert.” During FY2024, she met the attendance requirement (≥75% of Board and committee meetings) and attended the 2024 Annual Meeting of Stockholders .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cartus Corporation (subsidiary of Anywhere Real Estate, NYSE: HOUS)	Chief Executive Officer	2018–Jan 2023	Led strategy/operations; technology and operational improvements to improve profits
Lenox Corporation	Chief Executive Officer	2016–2018	Strategy and growth execution
SVP Worldwide	Chief Executive Officer	2010–2014	Strategy, innovation, operations
Whirlpool Corporation	SVP, North America Product	2008–2010	Product strategy and operations
Whirlpool Corporation	VP, Global Refrigeration	2007–2008	Global product leadership
The Boston Consulting Group	Partner	Earlier career	Industrial/consumer/services clients; strategy execution

External Roles

Organization	Role	Tenure	Notes
IDEX Corporation (NYSE: IEX)	Independent Director; Non‑Executive Chair	Director since 2015; current Chair	Public board experience; industrials exposure; potential interlock via FSS using IDEX in its comp peer group
KPMG LLP	Independent Director	Current	Accounting/governance expertise; FSS’s auditor is Deloitte (no direct auditor conflict)

Board Governance

Attribute	Status	Details
Independence	Independent	Determined by Board per NYSE 303A.02
Committees	Audit	Member; identified by Board as an “audit committee financial expert”
Attendance	≥75%	All directors met ≥75% attendance; Board held 6 meetings, Audit held 7 in FY2024; attended 2024 Annual Meeting
Board structure	Separate Chair/CEO; Lead Independent Director	Lead Independent Director (Reichelderfer) oversees executive sessions; independent directors meet without management
Policies	Clawback; Anti‑hedging/pledging	Clawback per Rule 10D‑1; strict prohibitions on hedging, short sales, margin, and pledging

Fixed Compensation

Component (FY2024)	Amount	Notes
Cash fees (total)	$89,000	Comprises $80,000 director retainer + $9,000 Audit Committee member fee
Ownership enforcement	50% of fees paid in stock	Not yet at guideline; thus 50% of 2024 fees were paid in shares
Director stock ownership guideline	5× annual retainer	Until achieved, 50% of total compensation paid in shares; sales restricted prior to target

Performance Compensation

Equity Grant (FY2024)	Grant date	Shares	Grant-date fair value	Vesting
Annual stock award	Apr 23, 2024	1,493	Determined from $125,000 grant value at closing price $83.76	Vests immediately upon issuance (director grants)
Annual equity award value (non-chair)	FY2024	—	$125,000	Standard director equity grant

Directors do not receive performance-based PSUs/options; equity awards for non-employee directors vest immediately (no financial metrics tied to director compensation) .

Other Directorships & Interlocks

Company	Relationship to FSS	Interlock/Conflict Consideration
IDEX Corporation (NYSE: IEX)	Included in FSS’s 2024 executive compensation peer group	Helmkamp is IDEX Non‑Executive Chair; although she is not on FSS’s Compensation & Benefits Committee, presence of IDEX in peer set is a modest interlock to monitor
KPMG LLP	Accounting firm (private partnership)	FSS’s auditor is Deloitte; no direct auditor conflict. KPMG governance role enhances financial oversight expertise

Expertise & Qualifications

Strategy, operations, innovation, M&A, manufacturing, risk management, and cybersecurity experience; public board experience across industrials; international and sustainability exposure .
Northwestern University BS Industrial Engineering and MBA .
Identified by FSS as an audit committee financial expert .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
Katrina L. Helmkamp	2,062	<1%	As of Feb 24, 2025; director annual stock awards vest immediately; no deferred units disclosed for Helmkamp
Ownership guideline status	Not yet met	5× annual retainer required; thus 50% of 2024 fees paid in stock; sales restricted until target achieved
Hedging/pledging	Prohibited	Per Insider Trading Policy (no margin accounts/pledges/derivatives)

Governance Assessment

Strengths
- Independent director with audit committee financial expert designation; serves on Audit Committee—supports financial oversight effectiveness .
- Strong multi-CEO and operating background; broad strategic/operational credentials aligned with FSS’s industrial profile .
- Adheres to robust governance policies (clawback; anti-hedging/pledging); independent directors meet in executive session; separated Chair/CEO .
- High board/committee engagement: ≥75% attendance; board and committee activity levels disclosed .
- Director comp aligned via enforced stock ownership: 50% of fees paid in stock until guideline achieved .
Watch items / RED FLAGS
- Cross-board interlock: IDEX appears in FSS’s executive compensation peer group while Helmkamp is Non‑Executive Chair at IDEX. She is not a member of FSS’s Compensation & Benefits Committee, which mitigates direct influence risk, but the interlock warrants monitoring for benchmarking objectivity .
- Early tenure ownership still modest (2,062 shares) and below guideline; enforcement mechanism (50% fees in stock) is in place, which is a positive but reflects alignment still in progress .
Clean findings
- No related‑party transactions requiring disclosure in FY2024; Compensation Committee interlocks/insider participation: none .
- Say‑on‑pay support strong (≈96% approval in 2024), indicating broad investor confidence in compensation governance .
- Auditor independence maintained; Audit Committee oversight robust; Deloitte as auditor since 2013 .