J. Kevin Gilligan
GRACOAbout J. Kevin Gilligan
J. Kevin Gilligan, 70, is the independent Chair of Graco Inc.’s Board (since February 2024) and has served as a director since 2001, bringing over 25 years of global operational leadership and industry experience, including construction and industrial technology end‑markets . He is the former CEO and Chairman of Capella Education Company (2009–2018), and subsequently served as Executive Vice Chairman (Aug 2018–Jul 2019) and Vice Chairman (Aug 2019–Apr 2023) of Strategic Education, Inc. following its merger with Capella . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Education, Inc. | Executive Vice Chairman; Vice Chairman | Aug 2018–Jul 2019; Aug 2019–Apr 2023 | Post‑merger leadership continuity after Capella merger; governance and strategy oversight |
| Capella Education Company | Chief Executive Officer; Director; Chairman | 2009–2018; 2009–2018; 2010–2018 | Led online education provider; board leadership as Chairman |
| United Subcontractors, Inc. | President & CEO | 2004–2009 | National construction services operator; construction sector expertise |
| Honeywell International (Automation & Control Solutions) | President & CEO | 2001–2004 | Diversified industrial leadership; global operations |
| ADC Telecommunications, Inc. | Director; Lead Director | 2004–2009; 2008–2009 | Public company board leadership (Lead Director) |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| ADC Telecommunications, Inc. | Director; Lead Director | 2004–2009; 2008–2009 | Prior public company directorship; no current GGG‑related interlock disclosed |
| Capella Education Company | Director; Chairman | 2009–2018; 2010–2018 | Prior public company directorship/board chair prior to merger |
Board Governance
| Attribute | Details |
|---|---|
| Board leadership | Independent Chair of the Board since Feb 2024; Chair sets agendas and presides at executive sessions of non‑employee directors |
| Independence | Board determined Gilligan and a majority of the Board are independent under NYSE standards; no material business relationships disclosed |
| Committees | Chair, Governance Committee; Member, Management Organization & Compensation Committee (MOCC); Not on Audit |
| Committee charters | Governance Committee charter last approved Feb 14, 2025; MOCC charter last approved Feb 14, 2025 |
| Attendance & engagement | Board met 5 times in 2024; average attendance 97.8%; every director attended ≥75% of Board/committee meetings and all attended the 2024 Annual Meeting |
| Notable 2024 actions | Board appointed Gilligan as Chair in Feb 2024; appointed Martha A. Morfitt as MOCC Chair |
| Say‑on‑pay signaling | Say‑on‑pay approvals: 89.7% (Apr 2023); 89.6% (Apr 2024) |
Fixed Compensation
| Program Element (Non‑Employee Directors) | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $80,000 | Cash by default; directors may elect stock/deferred stock |
| Annual Chair Retainer | $30,000 | Applies to Board Chair |
| Committee Retainers | Audit $12,500; MOCC $7,500; Governance $6,000 | Per committee membership |
| Committee Chair Retainers | Audit $20,000; MOCC $12,500; Governance $10,000 | Applies to committee chairs |
| Equity – annual option grant (Economic value target) | ~$140,000 | Options; Black‑Scholes value used |
| J. Kevin Gilligan – 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | — (elected deferred stock) |
| Stock Awards (quarterly retainers in stock/deferred stock) | $130,025 |
| Option Awards (annual grant) | $139,877 |
| Total | $269,902 |
- Election form: Gilligan elected to receive retainers in deferred stock (hence zero cash fees) .
- Director ownership guideline: 5x total annual retainers; directors with ≥5 years of service exceed guidelines (includes Gilligan) .
Performance Compensation
| Equity Vehicle | Grant Date | Shares | Exercise Price | Fair Value Basis | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Annual stock option (2024) | Feb 16, 2024 | 4,830 | $88.64/sh | $28.96 Black‑Scholes per share | 25% per year over 4 years starting 1st anniversary | 10 years |
| Annual stock option (2025) | Feb 13, 2025 | 4,980 | FMV (per plan) | $28.06 Black‑Scholes per share | 25% per year over 4 years starting 1st anniversary | 10 years |
- Plan prohibits repricing; options are non‑statutory, FMV strike, and align value only if stock appreciates .
- Director equity positioning: equity targeted at ~75th percentile in 2024; overall retainer + equity ~median in 2025 benchmarking .
Other Directorships & Interlocks
| Company | Relationship to GGG | Potential Interlock/Conflict |
|---|---|---|
| None current disclosed beyond GGG | N/A | Board determined no material relationships; Gilligan independent |
Expertise & Qualifications
- Public company leadership and governance: CEO and Chairman experience (Capella); Vice Chair roles (Strategic Education) .
- Industrial/operations: Honeywell Automation & Control Solutions President & CEO; construction services CEO (United Subcontractors) .
- Industry relevance: Comprehensive knowledge of construction industry—key market for Graco; global operational experience .
Equity Ownership
| Holding Category (as of noted date) | Amount | Notes |
|---|---|---|
| Beneficial ownership (Feb 24, 2025) | 106,148 shares | Includes 62,047 options exercisable within 60 days; includes 44,101 shares held in a trust |
| Deferred stock balance (Feb 24, 2025) | 94,822 shares | Deferred stock carries no voting rights until distributed |
| Deferred stock balance (FY‑end 2024) | 94,425 shares | As of 2024 fiscal year‑end |
| Director stock ownership guideline status | Exceeds requirement | All directors with ≥5 years exceed 5x retainer guideline |
| Hedging/Pledging | None in 2024 | Policy prohibits hedging/pledging; none by directors/officers in 2024 |
- Director stock options outstanding (FY‑end 2024): Unvested 14,768; Exercisable 55,732 .
- Beneficial ownership excludes deferred stock for SEC reporting; deferred balances disclosed separately for transparency .
Governance Assessment
- Board effectiveness and independence: Gilligan serves as independent Chair, separating leadership from management; presides over executive sessions and sets agendas, strengthening oversight. Board affirms his independence and absence of material relationships, supporting investor confidence .
- Committee leadership and workload: As Governance Committee Chair and MOCC member (not on Audit), he is positioned to influence director nominations, governance standards, compensation oversight, and CEO succession, with current charters refreshed in Feb 2025—indicating active governance refresh .
- Engagement: Board met five times in 2024 with 97.8% average attendance; all directors (including Gilligan) met or exceeded 75% attendance and attended the annual meeting—positive engagement signal .
- Alignment and ownership: He elected to take retainers in deferred stock and holds substantial deferred stock and options, exceeding ownership guidelines; policy prohibits hedging/pledging and none occurred in 2024—strong alignment and reduced agency risk .
- Compensation structure: Director equity compensation delivered through options (economic value ~$140k/year), vesting over four years; benchmarking shows equity historically targeted at the 75th percentile (alignment), with overall director pay ~median in 2025—balanced market positioning .
- Shareholder signals: Say‑on‑pay approvals of ~90% in 2023 and 2024 suggest no broad shareholder concerns with pay practices under the Board’s oversight .
- Red flags: No disclosed related‑party transactions or pledging; no individual attendance shortfalls reported; committee membership and independence intact—no specific governance red flags identified in the proxy disclosures .
Overall: Gilligan’s independent Chair role, long tenure, governance leadership, and substantial equity alignment are positives for board oversight; absence of hedging/pledging and strong attendance support investor confidence .