Catherine Lewis
GARMINAbout Catherine A. Lewis
Independent director of Garmin Ltd. since June 2019; age 72. Lewis brings 25+ years in accounting and tax, including Global Head of Tax for KPMG’s Energy & Natural Resources practice (2002–2012) and 17 years at Arthur Andersen; she served five years on KPMG’s Board and is designated an “audit committee financial expert.” Prior public company board service includes CorEnergy Infrastructure Trust, Inc. (2013–2024), where she chaired Audit and served on Compensation, Corporate Governance, and Investment Committees .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| KPMG (Energy & Natural Resources) | Global Head of Tax | 2002–2012 | Led global tax; governance experience from five-year service on KPMG Board |
| Arthur Andersen | Tax/Accounting Professional | ~17 years (pre-2002) | Senior experience in U.S. and international taxation |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| CorEnergy Infrastructure Trust, Inc. | Director | Jul 2013–Jun 2024 | Audit Chair (May 2016–Jun 2024); Compensation & Corporate Governance (Jul 2021–Jun 2024); Investment (Jul 2013–May 2022) |
Board Governance
- Independence: The Board determined Ms. Lewis qualifies as an independent director under NYSE and SEC rules; all standing committees are fully independent .
- Committee assignments: Audit Committee member (Audit Committee Financial Expert); Chair of Compensation Committee; member of Nominating & Corporate Governance Committee .
- Board leadership: No lead independent director by design to encourage equal engagement among four independent directors; regular executive sessions where independents preside dynamically .
- Attendance and engagement: In 2024, Board met 5 times; Audit 4; Compensation 5; Nominating 3. Each director attended at least 75% of Board and relevant committees; all directors attended the 2024 AGM .
- Overboarding policy: Limits other public company boards to ≤2 for employed directors (>16 hours/week) and ≤4 for retired/part-time (<16 hours/week), evaluated by the Nominating Committee during nominations .
- Related-party oversight: Audit Committee reviews and approves related-person transactions; 2024 approvals involved certain executive family employments, none involving Ms. Lewis .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $96,667 |
| Stock Awards (RSUs; grant-date fair value) | $174,912 |
| Total | $271,579 |
| Director Cash & Equity Program | 2023 | 2024 |
|---|---|---|
| Annual Board Retainer (non-management directors) | $85,000 | $100,000 |
| Audit Committee Chair Retainer | $10,000 | $10,000 |
| Compensation Committee Chair Retainer | $5,000 | $5,000 |
| Nominating Committee Chair Retainer | $5,000 | $5,000 |
| Annual RSU Target Value | $150,000 | $175,000 |
| Typical Annual RSU Grant (2024) | 1,090 units (grant 6/7/2024) | 1,090 units outstanding at 12/28/2024 |
Notes:
- Garmin does not have formal stock ownership guidelines for directors .
- RSUs granted to directors vest on the first anniversary of grant dates .
Performance Compensation
Garmin does not disclose performance-based compensation for directors; non-employee director equity is time-based RSUs . As chair of the Compensation Committee, Lewis oversees executive PC-RSUs tied to unadjusted revenue and operating income:
| Metric Design | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue Target | $5.25B | $4.600B (25% weight; linear to $5.000B) | $5.250B (up to 50% weight; linear to $6.000B) |
| Revenue Actual | $4.86B (0% vest) | $5.228B (147.2% overall vest) | $6.297B (175% vest) |
| Operating Income Target | $1.25B (25%+ interpolation) | $1.020B (25%+ interpolation to $1.095B) | $1.150B (up to 75% interpolation to $1.250B) |
| Operating Income Actual | $1.03B (0% vest) | $1.092B (contributed to 147.2%) | $1.594B (max contribution; 175%) |
| Vesting Outcome | 0% (no vest) | 147.2%, in 3 annual tranches | 175%, in 3 annual tranches |
Governance features: Double-trigger change-in-control for equity; clawback policy effective Oct 2, 2023 aligned to SEC/NYSE; prohibits hedging and pledging for directors and executives .
Other Directorships & Interlocks
| Company | Relation to Garmin | Interlock / Conflict Notes |
|---|---|---|
| CorEnergy Infrastructure Trust, Inc. | Unrelated energy infrastructure REIT | No Garmin supplier/customer overlap disclosed; no compensation committee interlocks at Garmin in FY2024 |
Expertise & Qualifications
- Certified Public Accountant with 25+ years’ experience; audit committee financial expert designation under SEC rules .
- Deep U.S. and international tax expertise; board governance and risk oversight experience .
- Industry and committee leadership at CorEnergy (Audit Chair; Comp/Gov; Investment) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Catherine A. Lewis) | 6,822 shares, including 1,090 RSUs scheduled to release within 60 days of Apr 11, 2025 |
| Shares outstanding (voting, Apr 11, 2025) | 192,641,210 |
| Ownership % of outstanding | ~0.0035% (6,822 ÷ 192,641,210; calculated) |
| Outstanding director RSUs at 12/28/2024 | 1,090 RSUs for each non-management director |
| Hedging/Pledging | Prohibited by Garmin policy |
Governance Assessment
- Committee leadership and independence: Lewis chairs Compensation and serves on Audit and Nominating; she is independent and an audit committee financial expert, supporting strong oversight of pay, audit quality, and board composition .
- Engagement: Meets attendance thresholds; Board uses executive sessions and annual external counsel-led evaluations, indicating robust governance processes .
- Pay-for-performance alignment: Under Lewis’s Compensation Committee leadership, executive equity is heavily performance-contingent and based on audited, unadjusted revenue and operating income; clawback and double-trigger protections enhance investor alignment .
- Shareholder support: 2024 advisory say-on-pay passed with >94% approval; Swiss binding votes in 2024 on prospective aggregate compensation received strong support, indicating investor confidence in compensation governance .
- Potential red flags: Garmin lacks formal director stock ownership guidelines, though directors receive annual equity enabling ownership build; no related-party transactions involving Lewis disclosed; no compensation committee interlocks in FY2024 .
Overall signal: Lewis’s audit expertise, independent status, and chair role on the Compensation Committee—combined with robust clawback and anti-hedging policies and strong shareholder support—are positives for governance quality and investor confidence .