Kenneth R. Reynolds
About Kenneth R. Reynolds
Kenneth R. Reynolds, age 66, has served as an independent director of The Gorman-Rupp Company since 2014. A Certified Public Accountant, he brings 30+ years of financial systems management and reporting experience, qualifies as an SEC “audit committee financial expert,” and retired in 2020 as Executive Vice President & Treasurer of Ariel Corporation after previously serving as its CFO (1997–2016) . The Board has affirmatively determined Mr. Reynolds is independent under NYSE and SEC standards; all non-employee directors other than the Chairman (Jeffrey S. Gorman) are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ariel Corporation | Executive Vice President & Treasurer | Retired 2020 | Senior corporate finance leadership; extensive international Fortune 500 customer experience |
| Ariel Corporation | Chief Financial Officer | 1997–2016 | Qualified as SEC “audit committee financial expert” through public accounting and finance experience |
| Regional public accounting firm | Partner | Not disclosed | CPA; financial reporting and controls background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ariel Corporation (private) | Director | Current (date not disclosed) | Major designer/manufacturer of compressors for global petroleum markets |
Board Governance
- Independence: Independent director; Board annually confirms independence for all non-employee directors other than the Chairman .
- Committees: Member — Audit Committee; Governance & Nominating Committee .
• Audit Committee Chair: Sonja K. McClelland; members include Reynolds; all members qualify as “audit committee financial experts” .
• Governance & Nominating Chair: Donald H. Bullock, Jr. . - Attendance and engagement: In 2024, the Board held 5 regular meetings and standing committees held 16; all directors attended at least 75% of their Board/committee meetings; all attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session at every regular Board meeting; the Lead Independent Director (M. Ann Harlan) presides .
- Lead Independent Director: M. Ann Harlan .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Kenneth R. Reynolds; Sonja K. McClelland; Donald H. Bullock, Jr.; Vincent K. Petrella | Sonja K. McClelland | 5 |
| Compensation | Not a member | Vincent K. Petrella | 6 |
| Governance & Nominating | Kenneth R. Reynolds; Donald H. Bullock, Jr.; Christopher H. Lake | Donald H. Bullock, Jr. | 5 |
Fixed Compensation (Non-Employee Director Program – 2024)
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Standard retainer for non-employee directors |
| Committee/leadership retainers | $0 for Reynolds | Chair retainers increased effective Apr 26, 2024: Audit Chair +$15,000; Compensation Chair +$12,500; Governance & Nominating Chair +$10,000; Lead Independent Director +$15,000 (Reynolds holds none) |
| Equity award (annual) | $90,000 | Granted as 2,759 common shares from treasury under 2024 Omnibus Plan; grant date May 8, 2024; grant-date fair value $32.62/share (ASC 718) |
| Total 2024 compensation (Reynolds) | $145,000 | Cash $55,000; Stock $90,000 |
| Sales restrictions/ownership policy | 5x annual cash retainer ownership requirement; most sales prohibited until guideline met |
Performance Compensation
| Performance-Linked Element | Terms |
|---|---|
| None disclosed for directors | Non-employee director compensation is cash retainer plus an annual stock grant; no options or performance share units are disclosed for directors in 2024 . |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Mr. Reynolds in the proxy .
- Compensation Committee interlocks: Company disclosed no compensation committee interlocks in 2024 .
Expertise & Qualifications
- CPA; audit committee financial expert under SEC rules .
- 30+ years in financial systems management/reporting, including CFO and EVP/Treasurer roles at Ariel Corporation .
- Extensive international Fortune 500 customer experience with major petroleum producers and capital goods manufacturers .
- Manufacturing/industrial sector familiarity via Ariel; relevance to GRC’s end-markets .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 1, 2025) | 31,509 shares; less than 1% of outstanding |
| Shares outstanding reference | 26,227,540 (record date for meeting; ownership table percent based on Dec 31, 2024 outstanding) |
| Director ownership guideline | Must own ≥5x annual cash retainer; most sales prohibited until met |
| Hedging/pledging | Directors may not hedge, short, trade derivatives on Company stock, hold in margin accounts, or pledge as collateral |
Governance Assessment
- Strengths:
• Independent director with deep finance background; designated audit committee financial expert, enhancing audit oversight .
• Active on Audit and Governance & Nominating Committees; Board/committees met regularly and all directors met ≥75% attendance; robust executive sessions under a Lead Independent Director .
• Director compensation mix tilts toward equity ($90k stock vs $55k cash), aligned with stock ownership guidelines (5x retainer), supporting long-term alignment .
• No related-party transactions requiring disclosure; annual conflict reviews occur via Governance & Nominating Committee . - Potential watch items:
• Tenure since 2014 indicates long service; Board performs annual self-evaluations and maintains independence/retirement and overboarding policies, which can mitigate entrenchment risk .
• Not a committee chair; leadership impact centers on committee participation rather than chair-level influence .
Signals to investors: Independent status, audit financial expertise, solid attendance, equity-heavy director pay, strong anti-hedging/pledging policy, and absence of related-party transactions collectively support board effectiveness and alignment. No interlocks or red flags were disclosed for Mr. Reynolds in 2024 .
Related-Party & Conflict Checks
- Related-party transactions: “None required to be reported” under Item 404 of Regulation S-K; company conducts formal annual reviews .
- Conflict monitoring: Governance & Nominating Committee reviews potential conflicts at least annually .
- Example of conflict sensitivity: A different director (Riggins) was not re-nominated due to potential commercial conflicts of interest after a change in employment, indicating board attentiveness (not related to Reynolds) .