Brian Walker
GENTEXAbout Brian Walker
Brian Walker (63) is an independent director of Gentex Corporation, serving since 2018. He is a CPA and currently an Operating Partner – Strategic Operations at Huron Capital; previously, he spent 29 years at Herman Miller, Inc. in roles including President & CEO, COO, CFO, and EVP, bringing deep public company operating and financial expertise. At Gentex, Walker serves on the Audit, Compensation, and Executive Committees, and the Board has determined he qualifies as an audit committee financial expert; he is affirmatively identified as independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huron Capital | Operating Partner – Strategic Operations | Current | Private equity operating leadership; strategic operations expertise |
| Herman Miller, Inc. | President & CEO; COO; CFO; EVP | 29 years | Extensive public company operating and financial leadership; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Forest Products | Director | Current | Chair of the Audit Committee |
| Huron Capital | Operating Partner – Strategic Operations | Current | Strategic operations leadership in mid-market PE |
Board Governance
- Independence and roles: The Board has determined Walker is independent under NASDAQ standards; he serves on Gentex’s Audit, Compensation, and Executive Committees, and is designated an audit committee financial expert .
- Committee activity and attendance: In 2024, the Board met five times; the Audit Committee met five times, Compensation Committee three times, and Executive Committee once. All directors then serving attended at least 75% of the aggregate number of Board and applicable committee meetings, and all attended the 2024 Annual Meeting .
- Board leadership and process: Gentex has an independent Chair (Richard Schaum) and a Lead Independent Director Policy remains in place; independent directors meet outside management, and annual self-evaluations occur at Board and committee levels .
- Related-party oversight, risk, and codes: The Audit Committee reviews and approves related-party transactions; the Board maintains comprehensive governance policies, insider trading policy, anti-hedging and anti-pledging policy, and ESG oversight via the Nominating & Corporate Governance Committee .
Fixed Compensation
| Component | FY 2024 Amount |
|---|---|
| Director cash fees (Fees Earned or Paid in Cash) | $104,097 |
| All other compensation (RS dividends) | $2,035 |
Director fee schedule (context):
| Item | FY 2024 Amount |
|---|---|
| Annual director cash retainer | $90,000 |
| Chair of the Board retainer | $100,000 |
| Audit Committee Chair retainer | $12,500 |
| Compensation Committee Chair retainer | $10,000 |
| Nominating & Corporate Governance Chair retainer | $10,000 |
| Audit Committee member (non-chair) retainer | $7,500 |
| Compensation Committee member (non-chair) retainer | $5,000 |
| Nominating & Corporate Governance member (non-chair) retainer | $5,000 |
| Executive Committee member (non-employee) retainer | $5,000 (prorated) |
Notes:
- Gentex permits limited personal use of company aircraft by directors where it does not conflict with business needs; costs are calculated consistent with NEO methodology (Walker’s 2024 “All Other Compensation” lists RS dividends; the aircraft policy is disclosed for directors generally) .
Performance Compensation
| Award Type | FY 2024 Value | Vesting / Performance Conditions |
|---|---|---|
| Restricted Stock (RS) grant to non-employee directors | $130,310 | Vests on first anniversary of grant; number of shares set by dividing $130,000 by 20-day average closing price before grant date |
- Directors do not receive performance-based metrics (e.g., EBITDA/EPS targets) for board equity; RS grants are time-based vesting to support alignment and ownership .
Other Directorships & Interlocks
| Company | Relationship to GNTX | Detail |
|---|---|---|
| Universal Forest Products | External directorship | Walker serves as Director and Chair of the Audit Committee |
| Related-party transactions | None disclosed | Audit Committee reviews and approves all related-party transactions; no such transactions are disclosed in the proxy |
Expertise & Qualifications
- CPA; designated audit committee financial expert (Sarbanes-Oxley standard) .
- Public company leadership in finance and operations across CFO, COO, CEO roles over 29 years (Herman Miller) .
- Private equity operating partner experience (Huron Capital) and multiple public/private board experiences .
Equity Ownership
| Holder | Shares Beneficially Owned | Exercisable Options (60 days) | % of Class |
|---|---|---|---|
| Brian Walker | 27,715 | 3,510 | Less than 1% |
Additional alignment policies:
- Stock Ownership Guidelines require non-employee directors to hold shares equal to 5x the annual retainer, generally to be achieved within five years; RS and PSAs count toward compliance .
- Anti-Hedging and Anti-Pledging Policy prohibits hedging and pledging of Gentex stock by directors .
- Section 16 compliance: Gentex is not aware of any failures by reporting persons to make timely Section 16 filings for the prior year .
Governance Assessment
- Strengths: Independence; committee service across Audit, Compensation, and Executive; audit committee financial expert designation; strong attendance and engagement; independent Board Chair; robust ownership, clawback, and anti-hedging policies; shareholder-responsive governance (declassified board, majority voting, lead independent director policy) .
- Compensation governance: As a Compensation Committee member, Walker participates in oversight of performance-based executive pay; committee uses independent consultant Mercer (fees: $90,525); Marsh provides insurance ($567,655); committee assessed consultant independence and noted combined fees were ~0.003% of Marsh & McLennan revenues, mitigating conflict risk .
- Pay signals: Director compensation mix includes material equity via time-based RS; stock ownership guidelines at 5x retainer support alignment .
- Shareholder outcomes: 2024 say-on-pay support was 96%, indicating broad investor endorsement of pay design and governance .
- Potential watch items (not red flags): Private equity affiliation (Huron Capital) warrants routine monitoring for potential related-party exposure; none disclosed and Audit Committee oversees such transactions. Limited personal aircraft use is disclosed for directors generally and merits monitoring for cost/usage discipline .
Overall, Walker’s profile combines deep operating and financial expertise, formal “financial expert” status, and multi-committee service, supporting board effectiveness and investor confidence. No related-party transactions or Section 16 issues are disclosed, and ownership/anti-hedging policies further align interests .