Susan Ball
GARMINAbout Susan M. Ball
Independent director since 2024; age 61. Over 35 years in finance, accounting, operations, and tax; Certified Public Accountant since 1991. Currently CFO and Treasurer of Surveying and Mapping, LLC (private) since July 2022; previously CFO/EVP/Treasurer at Team, Inc. (NYSE: TISI), CVR Energy, Inc. (NYSE: CVI), and CVR Partners LP (NYSE: UAN). The Board deems her independent and an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surveying and Mapping, LLC | Chief Financial Officer & Treasurer | Jul 2022–present | Private company CFO oversight |
| Team, Inc. (NYSE: TISI) | CFO, EVP & Treasurer | Dec 2018–Nov 2021 | Senior finance leadership |
| CVR Energy, Inc. (NYSE: CVI) | EVP, CFO & Treasurer | Jan 2018–May 2018 | Public company CFO; audit/controls focus |
| CVR Energy, Inc. (NYSE: CVI) | CFO & Treasurer | Aug 2012–Dec 2017 | Public company CFO; operations, planning, finance |
| CVR Partners LP (NYSE: UAN) | EVP & CFO; CFO & Treasurer | Jan 2018–May 2018; Aug 2012–Dec 2017 | Partnership finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Concrete, Inc. (Nasdaq: USCR) | Director | Aug 2018–Aug 2021 | Audit Committee Chair (May 2020–Aug 2021); Audit Committee member (Oct 2018–Aug 2021) |
Board Governance
- Committees: Audit Committee member (Audit Chair: Joseph J. Hartnett), Compensation Committee member (Chair: Catherine A. Lewis), Nominating & Corporate Governance Committee member (Chair: Jonathan C. Burrell) .
- Independence and expertise: Determined independent under NYSE and SEC standards; designated an “audit committee financial expert” .
- Attendance and engagement: Board met 5x in FY2024; Audit 4x; Compensation 5x; Nominating 3x; all directors who served in 2024 attended ≥75% of Board and committee meetings; four executive sessions held; all directors attended the 2024 AGM .
- Lead Independent Director: Board intentionally does not appoint one; all independent directors share access to management and preside in executive sessions by rotation .
- Overboarding policy: If employed ≥16 hours/week, may serve on ≤2 other public boards; if retired or <16 hours/week, ≤4 other public boards .
- Compensation committee interlocks: None for FY2024 .
- Insider trading, hedging/pledging: Policy prohibits Board members and NEOs from hedging or pledging Garmin securities; insider trading policy filed with 2024 Form 10-K .
- Related party transactions oversight: Audit Committee reviews/approves per written policy (> $60,000 threshold); 2024 related-person disclosures involved certain executives’ family members—no disclosure involving Ms. Ball .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-management directors) | $100,000 | Program level from 2024 onward . |
| Committee Chair retainers | $10,000 (Audit Chair); $5,000 (Comp Chair; Nominating Chair) | Program level . |
| Equity grant (RSUs target value) | $175,000 | Annual award to non-management directors . |
2024 Actual Compensation – Susan M. Ball
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) | RSUs Granted (#) | Grant Date |
|---|---|---|---|---|---|
| 2024 | $58,333 | $174,912 | $233,245 | 1,090 | June 7, 2024 |
- Program changes: In 2024, Board retainer increased from $85,000 to $100,000 and annual RSU grant target from $150,000 to $175,000; RSUs vest on the first anniversary of grant date .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director RSUs | Time-based RSUs only | None (no performance conditions for directors) | RSUs vest on first anniversary of grant date (e.g., 1,090 RSUs granted June 7, 2024 vest around June 7, 2025) . |
No option awards, meeting fees, or performance-based equity disclosed for directors; Garmin does not grant options and has not since 2014 .
Other Directorships & Interlocks
| Company | Role | Current/Past | Interlock/Conflict Notes |
|---|---|---|---|
| U.S. Concrete, Inc. | Director; Audit Chair | Past (2018–2021) | No Garmin-related interlock disclosed; enhances audit oversight expertise . |
Compensation Committee interlocks: None in FY2024 .
Expertise & Qualifications
- 35+ years in finance, accounting, operations, tax; CPA since 1991 .
- Audit committee financial expert designation under SEC rules; deep CFO experience at public companies .
- Senior executive leadership in strategic planning and operational finance .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Susan M. Ball | 1,265 | <1% (*) | Includes 1,090 RSUs scheduled to release within 60 days of Apr 11, 2025 upon vesting; balance implies 175 other shares . |
- Stock ownership guidelines: Garmin has no formal stock ownership guidelines for directors .
- Hedging/pledging: Prohibited for Board members and NEOs .
Governance Assessment
- Strengths: Independent director serving on Audit, Compensation, and Nominating committees; designated audit financial expert; robust attendance; strong shareholder support for compensation framework (94% “say-on-pay” in 2024; Swiss binding votes: Board max comp 99.77% approval; Exec Mgmt max comp 95.61%)—signals healthy governance and investor alignment .
- Alignment: Receives standard director equity (RSUs) fostering alignment; beneficial ownership is modest but tenure is short (joined 2024) with pending RSU vesting .
- Process quality: Board conducts annual self-evaluations with outside counsel; independent-only membership of key committees; regular executive sessions; clear related-party review policy .
- Potential weaknesses: No formal director ownership guidelines (common but may be viewed as a softness on alignment); Board does not appoint a lead independent director (Board rationale emphasizes equal engagement among independents) .
- Conflicts/related-party exposure: No related-person transactions involving Ms. Ball disclosed; overboarding risk appears low (serves on one public board and employed; policy allows up to two other boards if employed ≥16 hours/week) .
RED FLAGS: None disclosed specific to Ms. Ball (no pledging/hedging, no related-party transactions, no attendance issues). Note: Absence of formal ownership guidelines for directors could be viewed as a minor governance gap .