Pamela A. Heminger
About Pamela A. Heminger
Pamela A. Heminger (age 57) is an independent director nominee of The Gorman-Rupp Company (GRC), with a career centered on strategic procurement and supply chain leadership. She is a Senior Vice President at Caterpillar Inc., leading the Strategic Procurement & Planning Division and serving on Caterpillar’s Operating Council; previously she spent 24 years at Honda Motor Company (including Vice President of Honda North America Purchasing) and held supply chain/materials roles at Lennox International . The Board’s Governance & Nominating Committee engaged a third-party search firm and identified Heminger as a candidate during 2024 . Heminger is included among nine director nominees up for one-year terms at the 2025 Annual Meeting; non-employee directors are affirmed independent under NYSE/SEC standards with no Item 404 related-party transactions requiring disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Senior Vice President; member of Operating Council; leads Strategic Procurement & Planning Division | Since 2020 | Leads design/development of supply capabilities across ecosystem; focus on dealer/customer success |
| Honda Motor Company | Procurement and business operations roles; Vice President, Honda North America Purchasing | 24 years (prior to 2020) | Progressive leadership in procurement; operational discipline |
| Lennox International | Supply chain and materials management roles | Not disclosed | Industrial supply chain experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caterpillar Inc. | Senior Vice President; Operating Council | Since 2020 | Strategic procurement/supply chain leadership |
| Other public company boards | None disclosed | — | Board’s skills chart does not indicate other public board service for Heminger |
Board Governance
- Independence: All non-employee directors other than Jeffrey S. Gorman meet NYSE/SEC independence standards; no relationships/transactions required under Item 404 (applies to Heminger) .
- Attendance and engagement (2024): Board held 5 regular meetings and 16 committee meetings; all directors attended at least 75% of meetings and attended the 2024 Annual Meeting; independent directors met in executive session at each regular meeting; Lead Independent Director is M. Ann Harlan .
- Committee structure and 2024 membership and meetings:
- Audit Committee: Chair Sonja K. McClelland; members Donald H. Bullock, Jr., Vincent K. Petrella, Kenneth R. Reynolds; 5 meetings .
- Compensation Committee: Chair Vincent K. Petrella; members M. Ann Harlan, Christopher H. Lake, Sonja K. McClelland; 6 meetings .
- Governance & Nominating Committee: Chair Donald H. Bullock, Jr.; members Christopher H. Lake, Kenneth R. Reynolds; 5 meetings .
- Heminger was identified as a new candidate in 2024 and is not listed among 2024 committee members; 2025 committee assignments are not disclosed .
- Board practices: Committee independence 100%; overboarding policy; mandatory retirement age; director stock ownership policy; strategy/environmental/risk oversight .
Fixed Compensation
Non-Employee Director compensation program (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Applies to each non-employee director |
| Chair fees – Governance & Nominating | $10,000 | Effective April 26, 2024 (prorated if applicable) |
| Chair fees – Compensation | $12,500 | Effective April 26, 2024 (prorated if applicable) |
| Chair fees – Audit | $15,000 | Effective April 26, 2024 (prorated if applicable) |
| Lead Independent Director fee | $15,000 | Effective April 26, 2024 |
| Equity stock award (Common Shares) | $90,000 | Granted May 8, 2024 as 2,759 treasury shares; grant date fair value $32.62/share (ASC 718) |
Notes:
- Program mix emphasizes equity: $90,000 in stock awards vs. $55,000 in cash retainers in 2024 .
- Heminger is not listed in the 2024 director compensation table, consistent with her identification as a candidate later in 2024; thus, individual 2024 compensation for Heminger is not disclosed .
Performance Compensation
| Performance Metric | Tied to Director Compensation? | Source |
|---|---|---|
| Financial/operational performance metrics (e.g., revenue, EBITDA, TSR) | None disclosed for non-employee director pay; compensation comprised of fixed cash retainers and time-based stock awards |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public boards (Heminger) | None disclosed; board skills chart does not indicate other public company board experience for Heminger |
| Compensation Committee interlocks (2024) | None; no GRC executive or director served on boards of other companies in a manner constituting an interlock under SEC rules |
| Director search process | Third-party search firm identified and recommended Heminger in 2024 |
Expertise & Qualifications
- Procurement and supply chain expertise; operational leadership; business transformation leveraging data/insights and digital technology .
- Skills matrix indicates Heminger brings manufacturing, international, operational, business strategy, and information technology capabilities to the board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Pamela A. Heminger | 1,000 | 0.0038% (1,000 / 26,227,540) | “Represents less than 1%” per proxy |
Ownership alignment policies:
- Director stock ownership guideline: non-employee directors must own company stock equal in value to five times their annual cash retainer; most sales prohibited until guideline met .
- Hedging/pledging: Directors may not engage in hedging, short sales, options on company stock, hold in margin accounts, or pledge as collateral .
Governance Assessment
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Strengths:
- Independence affirmed; no Item 404 related-party transactions for non-employee directors (including Heminger) .
- Relevant domain expertise in procurement/supply chain/digital transformation; complements GRC’s industrial footprint .
- Board processes robust: executive sessions every regular meeting, committee independence 100%, formal charters, annual self-evaluations, clear risk oversight delineation across committees .
- Ownership alignment: stringent 5x retainer stock guideline; prohibitions on hedging/pledging reduce misalignment risk .
-
Watch points:
- Committee role clarity: Heminger is not listed in 2024 committee rosters; confirm 2025 committee assignments post-election to assess direct involvement in audit/compensation/governance oversight .
- External executive role: As a Caterpillar SVP, monitor any potential future commercial relationships; Board concluded no related-party transactions currently, but ongoing oversight remains prudent .
- Ownership build: Heminger’s reported 1,000 shares is a starting position; progress toward the 5x retainer guideline should be tracked for alignment .
-
No red flags identified:
- No compensation committee interlocks; no hedging/pledging allowed; attendance thresholds met; all directors attended the annual meeting .