Marcia Avedon
GENERAC HOLDINGSAbout Marcia J. Avedon
Independent director at Generac Holdings (GNRC) since 2019; age 63. Former CHRO and EVP at Trane Technologies/Ingersoll Rand (spanning HR, marketing, communications), earlier senior HR roles at Merck and Honeywell, with consulting experience at Booz Allen Hamilton. Education: B.A. Psychology (UNC Wilmington); M.A. and Ph.D. in Industrial & Organizational Psychology (George Washington University). Core expertise: human capital strategy, succession, culture, CSR/ESG, and communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trane Technologies (formerly Ingersoll Rand) | EVP, Chief HR, Marketing & Communications Officer | 2020–2022 | Led global HR, public affairs, CSR, communications, strategic marketing |
| Ingersoll-Rand, plc | SVP HR, Communications & Corporate Affairs | 2007–2020 | Led talent/succession, culture change, CSR, communications, strategic marketing |
| Merck | Chief Human Resources Officer | 2002–2006 | Global HR leadership |
| Honeywell International | Increasingly senior HR & Communications roles | 1995–2002 | Leadership roles across HR/communications |
| Anheuser-Busch; Booz Allen Hamilton | HR roles; Consultant | Prior to 1995 | Early career HR and consulting experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Acuity Brands, Inc. (NYSE: AYI) | Director | Current | Public company directorship |
| Cornerstone Building Brands | Director | Current | Private company directorship |
| GCP Applied Technologies | Director | Former | Former public company director |
| Lincoln National Corporation | Director | Former | Former public company director |
Board Governance
- Committee assignments: Chair, Human Capital & Compensation Committee; Member, Nominating & Corporate Governance Committee; not on Audit Committee .
- Independence: Board applies NYSE independence standards; the Compensation Committee is composed solely of independent directors; 2024 compensation committee interlocks: none .
- Meeting cadence and attendance: 2024 meetings — Audit (10), HCCC (5), N&CG (5). All incumbent directors attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Board leadership: Combined Chair/CEO with a Lead Independent Director (Bennett Morgan); lead director responsibilities encompass executive sessions, agenda/schedule input, and shareholder liaison .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non-employee director cash retainer |
| Committee chair retainer (HCCC Chair) | $20,000 | Chair premium for HCCC |
| Total cash fees earned (Avedon) | $110,000 | Reported 2024 fees earned |
| Annual equity grant | $155,000 | Standard annual equity retainer policy |
| Equity/stock awards (Avedon, 2024) | $155,072 | Reported fair value of 2024 awards |
| Total (cash + equity, Avedon) | $265,072 | 2024 director compensation total |
- Delivery form: Annual equity retainer is generally fully vested common stock; directors meeting ownership guidelines may elect cash instead; DSUs may be elected for retainer fees (Avedon’s DSUs outstanding detailed below) .
Performance Compensation (Committee Oversight)
Avedon, as HCCC Chair, oversees GNRC’s executive incentive design and outcomes.
2024 Annual Performance Bonus Plan — Consolidated Metrics and Results
| Metric (Weight) | Threshold | Target | Maximum | 2024 Actual | Weighted Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDA (75%) | $595.4m | $744.3m | $893.2m | $789.1m | 97.5% |
| PWC as % of Net Sales (25%) | 35.2% | 32.2% | 29.2% | 30.5% | 39.5% |
| Overall AIP Payout (enterprise) | 137% |
Key plan features and signals:
- 2024 AIP metrics unchanged from 2023 (75% Adjusted EBITDA excluding acquisition impact; 25% Primary Working Capital as % of sales); individual performance modifier range -100% to +15% .
- 2024 LTIP mix increased Performance Shares to 50% (from 33% in 2023), with remaining 25% options and 25% restricted stock. PSU metrics: multi-year revenue growth (CAGR), EBITDA margin, and Free Cash Flow Conversion over a 3-year period .
- 2022–2024 PSU cycle paid 0% (below threshold on all metrics), indicating no discretionary adjustments to rescue underperformance — a governance-positive pay-for-performance alignment .
- Independent compensation consultant: Pay Governance (engaged since Oct 2023); independence assessed with no conflicts .
- Say-on-Pay: 93.7% support at 2024 AGM — strong shareholder endorsement of compensation practices .
Other Directorships & Interlocks
- Current public company directorships: Acuity Brands (AYI). No compensation committee interlocks required to be disclosed in 2024 .
- Related party/transactions: None required to be disclosed since January 1, 2024; policy mandates Audit Committee review/approval of related person transactions .
Expertise & Qualifications
- Industrial/organizational psychologist with 30+ years leading talent strategy, succession management, culture change, CSR/ESG, and communications across global industrials; complements GNRC’s focus on human capital and incentive alignment .
- As HCCC Chair, co-authored CD&A letter and HCCC Report, evidencing active engagement in compensation governance .
Equity Ownership
| Item | Value | Notes/Date |
|---|---|---|
| Total beneficial ownership | 7,311 shares | As of 4/17/2025; includes DSUs |
| Percent of shares outstanding | <0.1% | Asterisk denotes less than 0.1% |
| Deferred Stock Units outstanding | 1,166 units | As of 12/31/2024; DSU plan for non-employee directors |
| Director ownership guideline | 5x annual retainer | Directors have 5 years; all non-employee directors compliant as of 3/31/2025 |
| Hedging/Pledging | Prohibited for officers/directors | Insider Trading Policy bans hedging and pledging |
Insider Trades
| Date | Form | Transaction | Price | Shares/Status |
|---|---|---|---|---|
| 2025-05-06 | Form 4 | Stock Award (Grant) under director plan | $114.55 | Shares owned as of transaction date: 8,665 |
Note: The company’s Insider Trading Policy prohibits hedging and pledging of company stock by officers and directors, supporting alignment with long-term shareholder interests .
Governance Assessment
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Strengths
- Independent director; chairs HCCC and serves on N&CG, evidencing strong governance footprint .
- Compensation oversight shows rigor: higher weighting to PSUs; zero vesting for 2022–2024 PSUs; strong 2024 AIP linkage to EBITDA and PWC; no discretionary adjustments; high Say-on-Pay support (93.7%) .
- Independent consultant (Pay Governance) with no conflicts; robust stock ownership guidelines; hedging/pledging prohibited; no related-party transactions disclosed .
- Attendance/engagement: at least 75% attendance threshold met; committee activity was substantive in 2024 (HCCC 5 meetings; N&CG 5) .
-
Watch items
- Background is HR/organizational versus finance; not designated as an “audit committee financial expert” and does not serve on Audit (balanced by overall board composition including multiple financial experts on Audit) .
- Combined Chair/CEO structure persists; mitigated by a Lead Independent Director with defined authorities .
Overall, Avedon’s profile and actions as HCCC Chair indicate strong alignment with pay-for-performance and contemporary governance practices, with low apparent conflict risk and positive investor-alignment signals.
Appendix: Committee Composition Snapshot (for context)
| Director | Audit | HCCC | N&CG |
|---|---|---|---|
| Marcia Avedon | — | Chair | Member |