Vincent K. Petrella
About Vincent K. Petrella
Independent director of The Gorman-Rupp Company (GRC). Age 64; director since 2020. Retired Executive Vice President, Chief Financial Officer and Treasurer of Lincoln Electric Holdings, Inc. (2004–2020) with prior finance/internal audit roles (1995–2003); began career at an international public accounting firm. Qualifies as an SEC “audit committee financial expert”; currently serves on the boards of Applied Industrial Technologies (NYSE: AIT) and Sotera Health Company (NASDAQ: SHC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Electric Holdings, Inc. | EVP, CFO & Treasurer | 2004–2020 | Led public-company finance, reporting, international acquisitions, strategy, and manufacturing operations; qualifies as audit committee financial expert. |
| Lincoln Electric Holdings, Inc. | Finance/Internal Audit roles | 1995–2003 | Built internal audit and finance capabilities supporting global operations. |
| International Public Accounting Firm | Auditor | Not disclosed | Foundation in public accounting; supports audit and reporting expertise. |
External Roles
| Organization | Role | Exchange | Notes |
|---|---|---|---|
| Applied Industrial Technologies, Inc. | Director | NYSE: AIT | Public distributor of industrial supplies. |
| Sotera Health Company | Director | NASDAQ: SHC | Public healthcare supplier. |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member. Committee independence = 100%. 2024 meetings: Audit (5), Compensation (6), Governance & Nominating (5).
- Independence: Board determined all non-employee directors other than Jeffrey S. Gorman are independent under NYSE/SEC standards; no Item 404 related-party transactions.
- Attendance/engagement: Board held 5 regular meetings; committees held 16 meetings; all directors attended at least 75% of Board/committee meetings; all directors attended 2024 annual meeting. Independent directors met in executive session at every regular Board meeting; Lead Independent Director is M. Ann Harlan.
- Governance practices: Lead Independent Director, executive sessions, overboarding policy, mandatory retirement age, board/committee self-evaluations, stock ownership policy for directors (5× annual cash retainer), risk oversight across committees.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 65,109 | 90,000 | 155,109 |
- Cash retainer: $55,000 for non-employee directors (2024). Compensation Committee Chair additional retainer increased from $5,000/year to $12,500/year effective April 26, 2024 (prorated).
- Equity grant: 2,759 common shares granted May 8, 2024 from treasury; grant-date fair value $32.62/share; total $90,000.
| 2024 Director Equity Grant Detail | Shares | Grant Date | Per-Share Fair Value ($) | Total Fair Value ($) |
|---|---|---|---|---|
| Restricted Common Shares | 2,759 | May 8, 2024 | 32.62 | 90,000 |
- Director equity vesting & CIC: Director Restricted Stock Agreement—vests fully on the date immediately preceding the next annual meeting (≥50 weeks post grant); pro-rata vesting upon death/disability; change-in-control treated under Plan Sections 11.1/11.2.
Performance Compensation
- Director compensation is service-based; no performance-linked pay for non-employee directors in 2024.
- As Compensation Committee Chair, Petrella oversees PSU metrics for executives:
- Performance metrics and weights (2024 grants): adjusted operating income growth (67%) and average operating working capital to sales (33%); two-year performance period ending Dec 31, 2025; three-year vest ending Dec 31, 2026.
- Prior cycle outcome (2023–2024 period): both metrics exceeded maximum goals; payout certified at 150% of target (decision Feb 26, 2025).
| Executive PSU Design (Oversight Scope) | Metric | Weight | Performance Period | Vesting | Outcome/Payout Factor |
|---|---|---|---|---|---|
| 2024 PSU grants | Adjusted Operating Income Growth | 67% | Jan 1, 2024–Dec 31, 2025 | Dec 31, 2026 | N/A (in-flight) |
| 2024 PSU grants | Avg Operating Working Capital to Sales | 33% | Jan 1, 2024–Dec 31, 2025 | Dec 31, 2026 | N/A (in-flight) |
| 2023 PSU cycle | Adjusted Operating Income Growth | 67% | Jan 1, 2023–Dec 31, 2024 | Dec 31, 2025 | 150% of target |
| 2023 PSU cycle | Avg Operating Working Capital to Sales | 33% | Jan 1, 2023–Dec 31, 2024 | Dec 31, 2025 | 150% of target |
- Compensation consulting: Semler Brossy retained; peer group reviewed (14 capital goods companies); consultant independence confirmed; target pay positioning ~25th percentile for executives.
Other Directorships & Interlocks
| Company | Role | Committee Interlocks | Notes |
|---|---|---|---|
| Applied Industrial Technologies (AIT) | Director | None disclosed | Public distributor. |
| Sotera Health Company (SHC) | Director | None disclosed | Public healthcare supplier. |
- Compensation Committee interlocks: During 2024, no interlocks under SEC rules; Compensation Committee members included Petrella (Chair), Harlan, Lake, McClelland.
Expertise & Qualifications
- CFO and public-company finance leadership; audit/reporting; international acquisitions; manufacturing operations; business strategy; qualifies as SEC audit committee financial expert.
- Board skills matrix: Manufacturing, International, Operational, Business Development & Strategy; Audit Committee Financial Expert designation.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 12,959 |
| Shares outstanding (for % calc) | 26,227,540 (Dec 24, 2025 record date context) |
| Ownership as % of outstanding | ~0.05% (12,959 ÷ 26,227,540) |
| Approximate value at $37.92 (12/31/24 close) | ~$491,000 (12,959 × $37.92) |
| Director ownership guideline | 5× annual cash retainer (retainer $55,000 → $275,000 guideline) |
- Alignment assessment: Reported holdings (~$491k at 12/31/24 close) exceed the 5× cash retainer guideline ($275k), indicating compliance with director ownership policy based on disclosed share count and price inputs. Policy prohibits hedging, short sales, derivatives, margin accounts, and pledging of Company securities for directors and officers.
Governance Assessment
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Strengths:
- Independent director with deep finance and manufacturing expertise; designated audit committee financial expert.
- Compensation Committee Chair with clear use of multi-year, operations-linked PSU metrics; robust clawback and insider-trading controls; independent consultant engaged.
- High governance hygiene: 100% committee independence, executive sessions each regular meeting, board/committee self-evaluations, director ownership policy.
- Say-on-pay support (2024): For 20,901,546; Against 403,283; Abstain 57,692; broker non-votes 2,172,932.
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Watch items:
- Multiple outside board roles (AIT, SHC) require monitoring for time commitments; Board discloses an overboarding policy. No interlocks or related-party transactions disclosed.
- Committee chair cash retainers increased mid-2024 (Comp Chair to $12,500/year) — ensure changes align with workload/responsibilities.
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RED FLAGS:
- None identified in disclosures: Company reports no related-party transactions (Item 404); hedging/pledging prohibited; all directors met attendance thresholds.