Shashank Patel
FEDERAL SIGNAL CORP /DE/About Shashank Patel
Shashank Patel, age 64, has served on the Federal Signal (FSS) Board since October 2021 and is currently an independent director with Audit Committee responsibilities; he qualifies as an SEC-defined “audit committee financial expert.” He is the Chief Financial Officer of Watts Water Technologies (NYSE: WTS) since July 2018 and announced his intention on October 20, 2024 to retire following the onboarding of his successor; his background includes 21 years in global roles at Xylem Inc. and ITT Corporation. He holds a B.Sc. in Chemical Engineering from the University of London and an MBA from the Peter Drucker School of Management at Claremont Graduate University. The Board determined he is independent under NYSE rules, and he attended at least 75% of Board and committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xylem Inc. | Finance, operations, and engineering leadership roles | Combined tenure across Xylem and ITT of 21 years | Global management experience across multiple disciplines |
| ITT Corporation | Finance, operations, and engineering leadership roles | Combined tenure across Xylem and ITT of 21 years | Cross-functional leadership foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Watts Water Technologies, Inc. (NYSE: WTS) | Chief Financial Officer | Since July 2018; retirement notice Oct 20, 2024 | Executive officer; no other public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member; not listed on Compensation & Benefits or Governance & Sustainability committees .
- Financial expert designation: Patel is identified as an “audit committee financial expert” by the SEC definition .
- Independence: Board determined all directors other than the CEO are independent; Patel is listed as Independent “Yes” .
- Attendance: Each director attended ≥75% of Board and applicable committee meetings in FY2024 .
- Board structure and practices: Independent directors meet without management; separate Chair and CEO; Lead Independent Director (Brenda L. Reichelderfer) appointed; policy prohibiting hedging, short sale, and pledging; clawback policy in place .
- Audit Committee oversight: Explicit mandate over financial statements, auditor independence, internal audit, compliance, and cybersecurity risk; members have direct access to finance, audit, compliance, CIO/CISO; pre-approve all audit and permitted non-audit services .
Committee meetings held (FY2024):
| Committee | Meetings Held |
|---|---|
| Audit | 7 |
| Compensation & Benefits | 4 |
| Governance & Sustainability | 4 |
Fixed Compensation
Patel’s non-employee director compensation:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $89,000 | $89,000 |
| Other Compensation ($) | $0 | $2,153 (charitable match) |
| Total ($) | $214,000 | $216,153 |
2024 cash compensation rate card (structure applies to directors):
| Cash Component | Amount ($) |
|---|---|
| Annual Director Retainer (excl. Chair/LID) | $80,000 |
| Audit Committee Member (non-Chair) | $9,000 |
| Audit Committee Chair | $21,000 |
| Compensation & Benefits Committee Member (non-Chair) | $6,000 |
| Compensation & Benefits Committee Chair | $16,000 |
| Governance & Sustainability Committee Member (non-Chair) | $6,000 |
| Governance & Sustainability Committee Chair | $13,500 |
Performance Compensation
Annual director equity awards (time-based; vest immediately):
| Attribute | FY 2023 | FY 2024 |
|---|---|---|
| Grant date | April 25, 2023 | April 23, 2024 |
| Closing price on grant date ($) | $51.04 | $83.76 |
| Shares awarded to Patel | 2,450 | 1,493 |
| Grant-date fair value ($) | $125,000 | $125,000 |
| Vesting | Immediate | Immediate |
| Deferral election | None in 2023 (none of current directors) | None in 2024 (none of current directors) |
Performance metrics tied to director compensation:
| Category | Description |
|---|---|
| Performance metrics | None; director equity is time-based and vests immediately; option grants to new directors eliminated since 2018 |
Notes:
- Director stock ownership guidelines require holding shares equal to five times annual retainer; until achieved, 50% of compensation is paid in stock .
- Patel met target ownership during 2023; until then, 50% of fees were paid in shares .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Patel in FSS proxy materials .
- Compensation committee interlocks: None disclosed for FY2024; all Compensation & Benefits Committee members were independent and no reciprocal interlocks reported .
Expertise & Qualifications
- Current public company CFO with extensive experience leading global finance organizations .
- Management breadth across industries; financial expertise; SEC-designated audit committee financial expert .
- Technical and academic credentials: B.Sc. Chemical Engineering (University of London); MBA (Peter Drucker School at CGU) .
Equity Ownership
Beneficial ownership over time:
| Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Dec 31, 2023 | 7,175 | Not stated (director-level disclosure only) |
| Dec 31, 2024 | 8,668 | Not stated (director-level disclosure only) |
| Feb 24, 2025 | 8,668 | * (<1%) |
Ownership policy and practices:
- Director stock ownership guidelines: Five times annual retainer; restrictions on selling until target achieved; ongoing retention of at least 50% of net shares from option exercises after achieving target (where applicable) .
- Policy prohibiting hedging, short sale, and pledging of company stock pursuant to Insider Trading Policy .
- Deferred stock program: available, but no deferrals elected by current directors in 2023 or 2024 .
Governance Assessment
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Strengths:
- Independence and financial acumen: Patel is independent and an SEC-defined audit committee financial expert, enhancing audit oversight quality .
- Engagement: Attended ≥75% of FY2024 Board/committee meetings, with Audit committee meeting 7 times, evidencing active risk and financial oversight .
- Alignment: Met director ownership guideline by 2023; ongoing annual equity grants vest immediately to maintain ownership, with anti-hedging/pledging policy in place .
- Governance infrastructure: Separate Chair/CEO, Lead Independent Director, independent committees, clawback policy, and prohibited hedging/pledging improve investor protections .
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Watch items:
- External time commitments: As CFO of Watts, demands could affect capacity, though retirement following successor onboarding was announced Oct 20, 2024, which may ease commitments; monitor transition and any related changes to committee workload .
- Related-party exposure: None disclosed in FY2024; maintain ongoing monitoring given audit committee remit over related-party approvals .
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Red flags: None disclosed regarding related-party transactions, compensation committee interlocks, hedging/pledging, or option repricing; director option grants have been eliminated for years .