M. Ann Harlan
About M. Ann Harlan
Independent director (age 65) serving on GRC’s board since 2009; currently Lead Independent Director. Retired Vice President and General Counsel of The J.M. Smucker Company (1998–2011) with deep NYSE/SEC/SOX governance experience, M&A, and compensation plan expertise. Previously served on multiple boards including Cleveland-Cliffs Inc.; brings extensive legal and governance background relevant to audit, executive compensation, and board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The J.M. Smucker Company | Vice President & General Counsel; member of executive management team | 1998–2011 | Led corporate strategy implementation; extensive governance, NYSE/SEC/SOX compliance, M&A experience |
| Major law firm | Senior legal counsel | ~15 years prior to 1998 | Corporate transactions/M&A; governance advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University Hospitals Health System, Inc. | Director | 2010–2023 | Healthcare system governance |
| Gates Group Capital Partners | Advisory Board Member | 2012–2019 | Private investment advisory |
| Eatem Foods Company | Director | 2010–2015 | Company sold to ADM in 2015 |
| FlavorX Corporation (privately held) | Director | Not disclosed | Consumer products |
| Cleveland-Cliffs Inc. (NYSE: CLF) | Director (prior) | Not disclosed | Prior public company directorship |
Board Governance
- Independence: Board determined all non-employee directors other than Jeffrey S. Gorman are independent under NYSE/SEC standards; Harlan is independent .
- Lead Independent Director: Re-elected April 25, 2024 for one-year term; presides over executive sessions; approves agendas/schedules; liaison between independent directors and Chair; available for shareholder consultation when appropriate .
- Attendance and Engagement: In 2024, Board held 5 regular meetings; standing committees held 16 meetings; all directors attended at least 75% of aggregate Board/committee meetings and attended the 2024 annual meeting .
- Committee assignments (2024): Compensation Committee member; not a chair. Committee meeting counts: Audit (5), Compensation (6), Governance & Nominating (5) .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation | Member | 6 |
| Audit | Not a member | 5 |
| Governance & Nominating | Not a member | 5 |
- Executive sessions: Independent directors met in executive session at every regular Board meeting; Harlan generally presides .
- Committee interlocks: None in 2024; Compensation Committee members included Harlan, Lake, McClelland, Petrella (Chair) .
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Standard non-employee director cash retainer |
| Lead Independent Director retainer | $15,000 | Additional cash retainer for Lead Independent Director |
| Total cash fees | $70,000 | Reported “Fees Earned or Paid in Cash” for Harlan |
| Meeting fees | None disclosed | No per-meeting fees disclosed |
Performance Compensation (Non-Employee Director; 2024)
| Equity Component | Grant Date | Shares | Fair Value per Share | Total Grant Value | Vesting/Terms |
|---|---|---|---|---|---|
| Treasury common shares | May 8, 2024 | 2,759 | $32.62 | $90,000 | Award of Company common shares under 2024 Omnibus Incentive Plan; disclosed as stock awards for non-employee directors |
- No performance metrics or PSU/option awards are tied to director compensation; director equity is paid in common shares (not RSUs/PSUs) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Harlan |
| Prior public company boards | Cleveland-Cliffs Inc. (NYSE: CLF) |
| Compensation committee interlocks | None in 2024 |
Expertise & Qualifications
- Legal/governance: NYSE, SEC, Sarbanes-Oxley compliance; corporate governance issues and code/charter oversight .
- Transactions: Extensive M&A execution; equity compensation plan development/administration .
- Compensation oversight: Executive compensation, equity plan governance; member of Compensation Committee .
- Audit and risk: Broad audit matters experience; Board/Audit charter oversight (note: not designated an “audit committee financial expert”) .
- Board leadership: Lead Independent Director responsibilities over agendas, information quality, executive sessions, and advisor engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| M. Ann Harlan | 28,202 | <1% (asterisk denotes less than 1%) |
- Director stock ownership policy: Non-employee directors must own shares equal to 5× annual cash retainer; sales restricted until minimum met .
- Hedging/pledging: Directors may not hedge, short, trade derivatives on Company stock, hold in margin accounts, or pledge Company securities .
Governance Assessment
- Roles and effectiveness: Harlan’s Lead Independent Director role enhances independent oversight via executive sessions, agenda control, and direct advisor engagement; continued annual re-election by independent directors signals peer confidence in leadership .
- Independence and conflicts: Board affirmed independence; Governance & Nominating Committee annually reviews potential conflicts; Company reported no related party transactions under Item 404; no compensation committee interlocks in 2024 .
- Engagement: Board/committee attendance met thresholds; independent sessions at each regular meeting indicate robust non-management oversight .
- Director pay alignment: Balanced cash/equity mix ($70k cash, $90k stock) with meaningful ownership guideline (5× retainer) to drive skin-in-the-game; no options or performance-linked director equity that could introduce misaligned risk-taking .
- Say-on-pay context: Compensation Committee referenced favorable 2024 say-on-pay outcome in peer benchmarking and program oversight; supports alignment narrative, though specific approval % not disclosed .
RED FLAGS: None disclosed specific to Harlan. Company states no Item 404 related party transactions; hedging/pledging prohibited; no committee interlocks reported. Continued monitoring warranted for any future external affiliations that could overlap with GRC’s customers/suppliers/competitors .