Christopher H. Lake
About Christopher H. Lake
Independent director of The Gorman-Rupp Company since 2000; age 60. Former President and COO of SRI Quality System Registrar until its sale in 2023; prior leadership in operations consulting and industry executive roles at two Fortune 500 companies. Core credentials include operations, IT management, marketing strategy, and business development experience across large domestic and international companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRI Quality System Registrar | President & COO | 2006–2023 | Led international certification audit firm operations across US, Asia, EU; IT management and business development |
| Dean & Lake Consulting, Inc. | President | 2001–2005 | Operations and organizational development for banking, communications, consumer products |
| Two Fortune 500 companies | Principal & Industry Executive | pre-2001 | Technology and industry executive roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Not disclosed | — | — | — |
| No other current public company directorships disclosed for Lake . |
Board Governance
- Independence: Board annually affirmed all Non-Employee Directors other than Jeffrey S. Gorman are independent; no Item 404 related-party transactions for Non-Employee Directors .
- Committee memberships (2024 activity; current roster): Compensation Committee (member); Governance & Nominating Committee (member). Committee chairs: Compensation—Vincent K. Petrella; Audit—Sonja K. McClelland; Governance—Donald H. Bullock, Jr. .
- Attendance and engagement: 5 regular board meetings and 16 committee meetings in 2024; all Directors attended at least 75% of board/committee meetings; independent Directors met in executive session at every regular board meeting; all Directors attended the 2024 annual meeting; Lead Independent Director (M. Ann Harlan) re-elected, presides executive sessions and approves agendas .
- Governance practices: Committee independence 100%; stock ownership policy for Directors; executive sessions; board/committee self-evaluations; mandatory retirement age; risk oversight across Audit, Compensation, Governance committees .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Annual Cash Retainer ($) | $55,000 | $55,000 | $55,000 | $55,000 |
| Committee/Chair Fees ($) | $1,552 (partial-year Comp Chair) | — | — | — |
| Stock Awards ($) | $51,840 | $63,833 | $64,080 | $90,000 |
| Total Director Pay ($) | $108,392 | $118,833 | $119,080 | $145,000 |
| Director Equity Grant Details | 1,500 shares; grant 7/1/2021; grant value $51,840 | 2,250 shares; grant 7/1/2022; $28.13/share | 2,250 shares; effective 7/3/2023; $28.48/share | 2,759 shares; grant 5/8/2024; $32.62/share |
Notes:
- Standard non-employee director compensation: Cash retainer $55,000 and stock awards $90,000 for 2024; additional retainers for committee chairs and Lead Independent Director (Lead Independent +$15,000; Audit Chair +$15,000; Compensation Chair +$12,500; Governance Chair +$10,000 effective 4/26/2024) .
Performance Compensation
| Feature | Details |
|---|---|
| Performance-based awards (Director) | None disclosed; director equity grants are service-based common share awards from treasury under 2024 Omnibus Incentive Plan . |
| Stock ownership policy | Requires Directors to own stock equal to 5× annual cash retainer; prohibits most sales until guideline met . |
| Clawback/insider trading | Company clawback policy applicable; insider trading policy with pre-clearance, blackout windows; prohibits hedging, short sales, derivatives, margin accounts, and pledging of Company securities . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| External public boards | None disclosed for Lake |
| Compensation committee interlocks | None during FY2024 and FY2023; Lake served on Compensation Committee alongside other independent directors |
Expertise & Qualifications
- Skills matrix shows Lake contributes Manufacturing, International, Operational, Business Development & Strategy, and Information Technology expertise; not designated an Audit Committee financial expert .
- Biography evidences IT management, marketing strategy, and business development experience across large corporations .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 52,029 (includes 17,890 shares held by children per note) | 37,289 | 40,048 |
| % of Outstanding | <1% (reported) | <1% (reported) | <1% (reported) |
| Shares Outstanding (reference) | 26,094,965 (as of 12/31/2022) | 26,193,998 (as of 12/31/2023) | 26,227,540 (record date 2/24/2025) |
| Pledging/Hedging | Hedging and pledging prohibited by policy |
Compensation Committee Analysis
- Committee composition: Independent directors; Petrella (Chair), Harlan, Lake, McClelland .
- Independent consultant: Semler Brossy retained (2023–2024); Committee determined consultant independence and no conflicts; peer benchmarking used; objective target around 25th percentile for comparable capital goods companies .
- 2025 peer group (examples): Alamo Group, Badger Meter, Franklin Electric, Helios Tech, Kadant, Lindsay, Mueller Water Products, Standex, Tennant, Twin Disc, DMC Global, NN, Inc., L.B. Foster, Ampco-Pittsburgh; GRC ranked ~37th percentile by revenue .
Governance Assessment
- Board effectiveness: Lake’s multi-decade tenure and operational/IT expertise align with GRC’s manufacturing and systems needs; consistent committee service on Compensation and Governance & Nominating supports oversight continuity .
- Independence and conflict controls: Annual independence review, no Item 404 related-party transactions for Non-Employee Directors, robust insider trading and clawback policies; stock ownership guidelines enhance alignment .
- Attendance/engagement: Executive sessions each regular meeting; Lead Independent Director active; all Directors meeting ≥75% attendance and annual meeting participation indicate engagement .
- Director pay mix: Cash retainer stable; increased equity grant size in 2024 (2,759 shares, $90k) vs prior years; no performance-based director awards—comp risk for directors is limited; alignment maintained via ownership policy .
- RED FLAGS: None disclosed specific to Lake (no related-party transactions, no interlocks). Broader context: board addressed potential conflicts by not nominating a director for re-election after employment change (demonstrates sensitivity to conflicts) . Family shareholdings exist at GRC (e.g., Gayle G. Green, sister of Chairman, 9.5% ownership), but Lake remains independent and not part of family ownership .
Overall, Lake presents as an independent, engaged director with relevant operational and IT qualifications, steady committee service, and alignment via equity ownership and director stock guidelines. No disclosed conflicts or governance red flags specific to Lake; policies and committee structures provide robust oversight .