Brigette A. Burnell
About Brigette A. Burnell
Executive Vice President, General Counsel and Corporate Secretary of The Gorman-Rupp Company (GRC); a named executive officer since at least 2021, with ongoing responsibility for legal, governance, and corporate secretarial functions . Company context during her tenure: cumulative shareholder total return on a $100 investment rose to 112.01 by 2024 (peer group 169.14); net income increased to $40.1 million and operating income to $91.4 million in 2024, reflecting strong execution post the 2022 Fill-Rite acquisition . Age and educational background are not disclosed in the 2024–2025 proxy statements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in DEF 14A | — | — | — |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in DEF 14A | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 320,833 | 335,833 | 349,250 |
| Bonus – Profit Sharing ($) | 227,000 | 317,361 | 341,417 |
| Stock Awards ($) | 344,530 | 250,000 | 265,000 |
| All Other Compensation ($) | 24,890 | 25,487 | 30,543 |
| Total Compensation ($) | 917,253 | 928,681 | 986,210 |
Notes:
- Annual bonus is paid via profit sharing based on operating income; the company emphasizes variable, performance-driven cash pay and deliberately sets base salaries below market initially, with adjustments for performance and responsibilities .
- No employment contracts are used for officers, and perquisites are modest; the company maintains an insider trading policy with blackout windows and pre-clearance, plus hedging/pledging prohibitions and a clawback policy aligned to restatements .
Performance Compensation
PSU Performance Framework and Outcomes
| Item | 2022 Grant (Perf. Period 2022–2023) | 2023 Grant (Perf. Period 2023–2024) | 2024 Grant (Perf. Period 2024–2025) |
|---|---|---|---|
| Metrics | Adjusted Operating Income CAGR; Shareholders’ Equity Growth (50%/50%) | Adjusted Operating Income CAGR; Average Operating Working Capital to Sales (67%/33%) | Adjusted Operating Income CAGR; Average Operating Working Capital to Sales (67%/33%) |
| Weighting | 50% / 50% | 67% / 33% | 67% / 33% |
| Payout Determination | Exceeded maximum goals; payout 150% of target | Exceeded maximum goals; payout 150% of target (subject to service through vest date) | In progress; not yet determined |
| Vesting Date | 12/31/2024 | 12/31/2025 | 12/31/2026 |
Annual Equity Grants – Brigette A. Burnell
| Grant Attribute | 2023 Grants | 2024 Grants |
|---|---|---|
| PSU Threshold (#) | 3,058 | 2,546 |
| PSU Target (#) | 6,116 | 5,093 |
| PSU Maximum (#) | 9,174 | 7,639 |
| RSUs (#) | 2,621 | 2,202 |
| Grant Date | 02/22/2023 | 02/22/2024 |
| PSU Vesting | 12/31/2025 | 12/31/2026 |
| RSU Vesting | 3-year annual installments (service-based) | 3-year annual installments (service-based) |
Stock Vested in 2024
| Item | Shares Vested | Value Realized ($) |
|---|---|---|
| Brigette A. Burnell | 2,512 | 91,318 |
Equity Ownership & Alignment
| Ownership Snapshot | As of Feb 1, 2024 | As of Feb 1, 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 20,459 | 25,483 |
| Percent of Outstanding | <1% (*) | <1% (*) |
| Shares Issuable within 60 Days | 1,761 | 7,006 |
Notes:
- Outstanding and unvested awards at 12/31/2024 include RSUs of 2,202 (2/22/24 grant), 1,748 (2/22/23), and 1,639 (2/24/22), and PSUs of 2,546 (2024, at threshold), 9,174 (2023, at maximum). 2022 PSUs vested on 12/31/2024 at maximum (6,778) .
- Pledging, margin accounts, short sales, and derivatives are prohibited; stock ownership guidelines require executives to hold 1x–3x base salary and restrict sales before meeting guidelines .
Employment Terms
| Topic | Detail |
|---|---|
| Employment Contract | No employment contracts for officers |
| Severance Multiples | Not disclosed in proxy statements |
| Change-of-Control Treatment | Double-trigger for assumed/replaced awards; performance awards convert to target Replacement RSUs; acceleration upon qualifying termination within 2 years of CoC |
| Post-Employment Equity Value (12/31/2024) | CoC+qualifying termination: $808,341; death/disability: $655,911; retirement: $553,316 |
| Clawback | Awards subject to recoupment on restatement and under company/NYSE/Dodd-Frank policies |
| Hedging/Pledging | Prohibited; includes no margin accounts or derivatives |
| Insider Trading Policy | Blackout periods; open-window trading only; certain officers require pre-approval |
Compensation Structure Analysis
- Strong pay-for-performance tilt: annual profit sharing based on operating income and greater weighting to PSUs over RSUs; PSU metrics emphasize earnings growth and working capital efficiency (67%/33%) .
- High performance realization: 2022–2023 and 2023–2024 PSU cycles achieved above maximum goals (150% payout), signaling robust execution against earnings and capital metrics .
- Governance protections: clawback policy; hedging/pledging prohibitions; no repricing under equity plan; minimum vesting standards under the 2024 Omnibus Incentive Plan .
Compensation Peer Group and Oversight
- Peer group reviewed with Semler Brossy; objective to position total executive compensation at or above the 25th percentile of comparable capital goods manufacturers; favorable say‑on‑pay outcomes cited by the committee .
- Representative peers reviewed (2023–2024): Alamo Group, Badger Meter, Franklin Electric, Helios Technologies, Kadant, Mueller Water Products, Tennant, and others; median revenue ≈$736–$769 million (GRC ranked ~29th–37th percentile) .
Investment Implications
- Alignment: Significant performance‑based equity exposure and stock ownership requirements, combined with clawbacks and hedging/pledging bans, support shareholder alignment and reduce governance risk .
- Execution signal: Consecutive PSU cycles at maximum payout indicate strong operating income growth and disciplined working capital management; near‑term vest events (12/31/2025 for 2023 PSUs; 12/31/2026 for 2024 PSUs) could increase share supply from award settlements, though ownership policy constrains discretionary sales .
- Retention/CoC economics: No employment contracts and a double‑trigger change‑of‑control framework imply retention relies on equity and performance cash; estimated CoC equity value for Burnell was ~$0.81 million at 12/31/2024, indicating meaningful, but not outsized, departure leverage .
- Pay governance: External advisor oversight, conservative equity plan terms (no repricing, minimum vesting), and favorable shareholder feedback lower compensation inflation and structural risk .