Donald H. Bullock, Jr.
About Donald H. Bullock, Jr.
Independent director of The Gorman-Rupp Company since 2020; age 65. Retired Senior Vice President of Investor Relations at Eaton Corporation with prior senior roles across finance, IT (former CIO), Asia Pacific leadership, and general management; qualifies as an SEC “audit committee financial expert,” with deep experience in international operations, investor relations, and information technology . Board determined he is independent under NYSE and SEC standards, with no Item 404 related-party transactions disclosed for non-employee directors other than Jeffrey S. Gorman .
Past Roles
| Organization | Role | Tenure / Dates | Committees/Impact |
|---|---|---|---|
| Eaton Corporation | SVP, Investor Relations; VP & GM, General Products; Corporate VP, Asia Pacific; CIO & VP, IT; Director, Finance | 1998–2019 | Senior executive experience; qualifies as audit committee financial expert; global operations, IR, IT expertise . |
| Index Group (consulting) | Consultant | Prior to 1998 | General management consulting background . |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Bullock in the 2025 proxy . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (affirmed by annual review) . |
| Committees (2024) | Audit Committee (member); Governance & Nominating Committee (Chair) . |
| Audit Committee Financial Expert | Yes (skills matrix and audit committee report note all members qualify) . |
| Board/Committee Meetings (2024) | Board: 5 regular meetings; Committee meetings: Audit 5, Compensation 6, Governance & Nominating 5 . |
| Attendance | All directors attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting . |
| Lead Independent Director | M. Ann Harlan; executive sessions of independent directors held at every regular Board meeting . |
| Committee Independence | 100% independent committee membership . |
| Other Governance Practices | Over-boarding policy, mandatory retirement age, annual self-evaluations, director stock ownership policy . |
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Standard for all non-employee directors . |
| Committee chair fee (G&N) | Prorated: $5,000/year through Apr 25, 2024; $10,000/year effective Apr 26, 2024 | Reflects increased chair stipends effective April 26, 2024 . |
| Fees earned (Bullock) | $63,406 | Includes prorated G&N chair fees . |
| Equity grant | $90,000 | Common shares from treasury; 2,759 shares granted May 8, 2024 at $32.62 grant-date fair value . |
| Director stock ownership policy | 5x annual cash retainer; limits sales until guideline met | Applies to all non-employee directors . |
Performance Compensation
- No performance-conditioned or option awards disclosed for directors; annual equity is a share grant (not PSU/option-based) .
- Clawback and performance metrics in the proxy relate to executive officers, not directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current other public boards | None disclosed for Bullock . |
| Compensation Committee interlocks (2024) | None – no company executive officer/director served on another company’s board creating an interlock . |
Expertise & Qualifications
- Audit committee financial expert; international operations; investor relations; IT and CIO experience; manufacturing and operational acumen (skills matrix marks for Manufacturing, International, Operational, Business Development & Strategy, IT, Audit Expert) .
- Brings global business and technology governance perspective to audit and nominating functions .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership | 12,259 shares; <1% of outstanding . |
| Ownership guidelines | 5x cash retainer required; sales restricted until guideline met . |
| Hedging/pledging | Directors and officers prohibited from hedging; may not hold in margin accounts or pledge as collateral . |
| Shares pledged | None indicated; pledging is prohibited . |
| Related-party transactions | None requiring Item 404 disclosure; annual conflicts review overseen by Governance & Nominating Committee . |
Insider Trades (recent filings)
| Date | Form | Summary | Source |
|---|---|---|---|
| 2025-04-25 | Form 4 | Statement of changes in beneficial ownership (director filing) | https://www.sec.gov/Archives/edgar/data/1188581/000095017025058604/0000950170-25-058604-index.htm |
| 2025-02-14 | Form 5 | Annual statement of changes in beneficial ownership | https://www.sec.gov/Archives/edgar/data/1188581/000095017025020533/0000950170-25-020533-index.htm |
Governance Assessment
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Strengths
- Independence and expertise: Bullock is an SEC “audit committee financial expert,” serving on Audit and chairing Governance & Nominating; committees are fully independent .
- Alignment: Director equity grant plus 5x retainer stock ownership policy; hedging and pledging prohibited, supporting alignment with shareholders .
- Engagement: Board/committee cadence with all directors ≥75% attendance; independent executive sessions at every regular meeting; active annual evaluations .
- Conflicts oversight: G&N annually reviews potential conflicts; company reports no related-party transactions under Item 404 .
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Watch items / context
- Family/insider influence: Significant family shareholdings (e.g., Jeffrey S. Gorman and sister Gayle G. Green collectively hold large positions), which can shape board dynamics; underscores importance of independent directors like Bullock maintaining rigorous oversight .
- Director pay structure: Equity grants are time/service-based rather than performance-conditioned; while common for director programs, it provides less performance linkage than PSUs (appropriate given director independence requirements) .
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Overall view: Bullock’s audit/IT/IR background, independent status, and leadership as G&N chair, combined with robust governance practices (ownership policy, anti-hedging/pledging, independent sessions), support board effectiveness and investor confidence, with limited conflict risk based on current disclosures .