Jeffrey S. Gorman
About Jeffrey S. Gorman
Jeffrey S. Gorman (age 73) is Chairman of the Board of The Gorman-Rupp Company (GRC) and has served as a director since 1989; he became Chairman in 2025, previously serving as Executive Chairman (2019–2024) and Chief Executive Officer (1998–2021). He is not an independent director; the Board affirms all non-employee directors other than Mr. Gorman meet independence standards. His background centers on pumps and industrials, with a track record leading acquisitions and international growth at GRC. He also serves on the board of Mechanics Bank (Mansfield, OH) and is former Chairman of the Ohio Chamber of Commerce .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gorman-Rupp Company | Chairman of the Board | 2025–present | Board leadership; separation of Chair/CEO maintained |
| The Gorman-Rupp Company | Executive Chairman | 2019–2024 | Executive leadership; compensated as an officer during 2024 |
| The Gorman-Rupp Company | Chief Executive Officer | 1998–2021 | Led acquisitions and international growth |
| The Gorman-Rupp Company | President | 1998–2020 | Executive leadership |
| The Gorman-Rupp Company | Senior Vice President | 1996–1998 | Executive leadership |
| Gorman-Rupp Pumps USA | General Manager | 1989–2005 | Business leadership |
| Gorman-Rupp Pumps USA | Assistant General Manager | 1986–1988 | Operations leadership |
| The Gorman-Rupp Company | Corporate Secretary | 1982–1990 | Corporate governance administration |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mechanics Bank (Mansfield, OH) | Director | Not disclosed | Community banking oversight |
| Ohio Chamber of Commerce | Former Chairman | Not disclosed | Statewide business advocacy leadership |
Board Governance
- Independence status: Not independent (Board determined all non-employee directors other than Mr. Gorman are independent). Lead Independent Director: M. Ann Harlan .
- Board/committee meetings and attendance: 5 board and 16 committee meetings in 2024; all directors attended at least 75% and all attended the 2024 annual meeting; independent directors met in executive session at every regular board meeting .
- Board structure: CEO and Chairman roles separated; Chair focuses on board responsibilities while CEO oversees operations .
- Committees: Three standing committees (Audit; Compensation; Governance & Nominating), all composed entirely of independent directors. Mr. Gorman is not listed as a member of any committee .
- Board size and election: Nine directors proposed for one-year terms at 2025 annual meeting .
Fixed Compensation
- Mr. Gorman received officer (not director) compensation in 2024 while serving as Executive Chairman; he did not receive non-employee director fees in 2024. Non-employee directors receive $55,000 cash retainers plus $90,000 stock awards, with additional chair/lead fees; employee directors receive no director compensation .
| Component (2024) | Amount (USD) |
|---|---|
| Base Salary | $375,000 |
| Pension — Change in Pension Value | $133,638 |
| All Other Compensation | $24,052 (e.g., life insurance, plan contributions; includes tax preparation as disclosed across years) |
Notes:
- Pension plan: Present value of accumulated pension benefit for Mr. Gorman was $2,481,417 with 46 credited years as of 12/31/2024 .
- Non-employee director cash retainers/fees (for context): $55,000 base; Audit Chair +$15,000; Compensation Chair +$12,500; Governance & Nominating Chair +$10,000; Lead Independent Director +$15,000; each non-employee director also received $90,000 in stock awards in 2024 .
Performance Compensation
| Component (2024) | Amount (USD) | Performance Metric(s) |
|---|---|---|
| Profit Sharing (Bonus) | $196,729 | Company operating income (annual) |
| Equity Awards | None disclosed for Mr. Gorman in 2024 | N/A |
Performance metric design (company program):
- Officer profit sharing is based on annual operating income .
- Company PSU framework (for executive officers; not granted to Mr. Gorman in 2024): adjusted operating income growth (67%) and average operating working capital to sales (33%), over a two-year performance period within a three-year vesting schedule .
Governance features:
- Clawback policy approved; insider trading policy prohibits hedging, short sales, derivatives, margining, or pledging of company securities by directors and officers .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Private/other boards | Mechanics Bank (Director); Ohio Chamber of Commerce (former Chairman) |
| Compensation committee interlocks | None in 2024 (no interlocking directorships) |
Expertise & Qualifications
- Deep pump/industrial sector expertise; instrumental to GRC’s development, acquisitions, and international growth; extensive knowledge of products, customers, and competitors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Jeffrey S. Gorman | 2,752,569 | 10.5% |
| Notes on beneficial ownership | Includes shares held by spouse and by children/grandchildren; Mr. Gorman shares voting/investment power with respect to these and disclaims beneficial ownership except to the extent of pecuniary interest |
Additional ownership context:
- Sister of Mr. Gorman, Gayle G. Green, reported beneficial ownership of 2,500,510 shares (9.5%) on a Schedule 13D; substantial family ownership concentration .
- Company policies: Non-employee directors must own ≥5x their annual cash retainer; officers must own 1–3x base salary; hedging and pledging prohibited .
Governance Assessment
Strengths
- Separated Chair/CEO roles; robust lead independent director with agenda/schedule approval and direct shareholder engagement availability .
- All committees are fully independent; at least four audit committee financial experts on the Board .
- Regular executive sessions of independent directors; strong attendance (≥75% by all directors) and full annual meeting attendance in 2024 .
- No related-party transactions requiring disclosure; annual conflicts review by Governance & Nominating Committee .
- Insider trading policy prohibits hedging/pledging; director stock ownership policy promotes alignment .
Risks and potential red flags
- Not independent: Mr. Gorman is a long-tenured former CEO now serving as Chairman (non-independent), which can raise entrenchment and oversight concerns absent strong counterbalances .
- Concentrated family ownership: Mr. Gorman beneficially owns 10.5%; his sister holds 9.5%. While not a related-party transaction, this concentration may influence governance dynamics and voting outcomes. The Board nevertheless reports no Item 404 related-party transactions requiring disclosure .
- 2024 role/compensation: As Executive Chairman in 2024, Mr. Gorman received salary and profit-sharing, underscoring his non-independent status and management connection during the period; however, all compensation policies (clawback, anti-hedging) apply .
Engagement and responsiveness
- The Board highlighted a favorable say-on-pay outcome in 2024 and utilizes an independent compensation consultant; committees conduct annual self-evaluations and review ESG oversight .
Related signals
- The Board did not re-nominate a director in 2024 due to potential commercial conflicts after a change in that director’s employment—evidence of active conflict oversight .