Eric Etchart
GRACOAbout Eric P. Etchart
Eric P. Etchart, 68, is an independent director of Graco Inc. (GGG) who has served on the Board since 2010. A French national with more than thirty years in global manufacturing leadership, he brings extensive finance, marketing, and international operating experience, and holds NACD Board Leadership Fellow status and Diligent Climate and ESG Leadership certifications; he currently sits on Graco’s Audit and Governance Committees. He also serves as a director of Alamo Group Inc. and WD‑40 Company, where he is Chairman of the Board, and is a director of UPERIO Group.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Manitowoc Company, Inc. | Senior Vice President, Business Development | 2015–2016 | Global growth and M&A support |
| Manitowoc Cranes (Manitowoc Company) | President; SVP of the Manitowoc Company | 2007–2015 | Led crane business worldwide |
| Manitowoc Crane Group (Shanghai) | EVP, Asia Pacific; President, Zhang Jia Gang Company | 2001–2007 | Asia expansion and operations leadership |
| Potain S.A. | Various management roles | Pre‑2001 | Tower cranes leadership (prior to 2001 acquisition) |
| PPM Cranes S.A. | Various management roles | Pre‑2001 | Mobile/tower cranes management |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| WD‑40 Company | Director; Chairman of the Board | Public | Current board chair |
| Alamo Group Inc. | Director | Public | Current director |
| UPERIO Group | Director | Private | Tower crane services |
| NACD | Board Leadership Fellow | Credential | Governance credential |
| Diligent | Climate & ESG Leadership Certifications | Credential | Climate risk, ESG oversight training |
Board Governance
- Independence: The Board determined Mr. Etchart is independent under NYSE rules, with no material business relationship with the Company.
- Committee assignments: Audit Committee member and Governance Committee member; not designated as an audit committee financial expert (Board experts are Feragen, Black, Carter).
- Engagement: Board met five times in 2024; average attendance was 97.8%, and every director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Leadership and executive sessions: Graco separates Chair and CEO roles; independent Chair presides over executive sessions of non‑employee directors at each regular Board meeting.
- Director commitments policy: Non‑CEO directors generally capped at three other public company boards without Governance Committee approval; Mr. Etchart serves on two (WD‑40, Alamo), within policy.
Fixed Compensation
| Component (Non‑Employee Directors) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 80,000 | Cash or elective stock (deferrable) |
| Annual Equity (Options) – Target Economic Value | 140,000 | Black‑Scholes basis; option only |
| Committee Membership – Audit | 12,500 | Cash or elective stock |
| Committee Membership – Governance | 6,000 | Cash or elective stock |
| Committee Membership – MOCC | 7,500 | Cash or elective stock |
| Committee Chair – Audit | 20,000 | If chair (not applicable to Etchart) |
| Committee Chair – Governance | 10,000 | If chair (not applicable to Etchart) |
| Committee Chair – MOCC | 12,500 | If chair (not applicable to Etchart) |
| Deferral feature | — | Retainers may be taken in current stock or deferred stock units; dividends credited as stock |
| Eric P. Etchart – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 0 (elected deferred stock) |
| Stock Awards (Quarterly retainer taken in stock) | 98,500 |
| Option Awards (Annual grant) | 139,877 |
| Total | 238,377 |
Election: All non‑employee directors except Ms. Morfitt elected to receive retainers in deferred stock; Mr. Carter elected 100% cash; Mr. Etchart elected deferred stock.
Performance Compensation
| Year | Grant Date | Options (#) | Fair Value/Share ($) | Economic Value ($) | Vesting | Term | Exercise Price Basis |
|---|---|---|---|---|---|---|---|
| 2024 | Feb 16, 2024 | 4,830 | 28.96 | ~140,000 | 25% annually over 4 years | 10 years | Fair market value per plan (last sale price day prior to grant) |
| 2025 | Feb 13, 2025 | 4,980 | 28.06 | ~140,000 | 25% annually over 4 years | 10 years | Fair market value per plan (last sale price day prior to grant) |
Structure: Graco uses stock options as the sole long‑term incentive for directors; no disclosed director PSUs/RSUs or performance metric conditions (e.g., TSR hurdles) for director equity.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| WD‑40 Company | Director; Chairman | Board independence affirmed; no material business relationships with Graco disclosed. |
| Alamo Group Inc. | Director | Within Graco’s director commitments policy limits; no related‑party transaction disclosure involving Mr. Etchart noted. |
| UPERIO Group (private) | Director | Not a Graco related party per independence review. |
Expertise & Qualifications
- 30+ years global manufacturing leadership; extensive finance and marketing expertise.
- Deep international experience (China, Singapore, Italy, France, Middle East), offering global market perspective to Graco’s board.
- Governance credentials: NACD Board Leadership Fellow; Diligent Climate and ESG Leadership certifications.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 113,574 (<1% of shares outstanding) |
| Right to Acquire via Vested Options | 68,047 shares (as of Apr 25, 2025) |
| Options Outstanding – Unvested | 14,768 shares (FY24 year‑end) |
| Deferred Stock Account Balance | 15,975 shares (as of Feb 24, 2025) |
| Hedging/Pledging | None by directors/officers in 2024 (prohibited by policy) |
| Ownership Guidelines | 5× annual retainers; all directors with ≥5 years exceed (Etchart joined in 2010) |
Governance Assessment
- Independence and committee roles: Independent director serving on Audit and Governance Committees; not a committee chair and not designated as audit committee financial expert; balanced governance involvement supports oversight without concentration of power.
- Engagement: Board met five times in 2024 with 97.8% average attendance; all directors met ≥75% attendance, and all attended the Annual Meeting—supports investor confidence in board diligence.
- Ownership alignment: Significant beneficial ownership, sizable vested options, and use of deferred stock for retainers; meets/exceeds ownership guidelines due to long tenure; no hedging/pledging.
- Compensation structure: Director pay mixes median cash retainers with above‑median equity (target ~75th percentile) delivered solely as options, aligning compensation with share price performance; no meeting fees or guaranteed performance bonuses.
- External boards: Two current public company boards plus one private board, within Graco’s commitments policy; independence review found no material business relationships; monitor for evolving interlocks but no red flags disclosed.
- Shareholder sentiment: Company’s say‑on‑pay support for executives was ~89.6% (2024) and ~89.7% (2023), indicating generally favorable governance/compensation environment.
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, option repricing, or low attendance; directors are prohibited from hedging/pledging and no such activity occurred in 2024.