Lori Walker
About Lori A. Walker
Independent director since March 2021; Audit Committee Chair and SEC-defined “financial expert.” Former CFO and SVP of The Valspar Corporation (2008–2013), with prior senior finance roles and 20 years at Honeywell. Age 65 as of April 7, 2023; Class II director with current term expiring at the 2026 annual meeting, demonstrating multi-decade finance, risk management, and IT oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Valspar Corporation | Chief Financial Officer & Senior Vice President (led Finance, IT, Communications) | 2008–2013 | Led finance and enterprise functions; public company CFO experience |
| The Valspar Corporation | Vice President, Controller & Treasurer | 2004–2008 | Senior controllership and treasury leadership |
| The Valspar Corporation | Vice President & Controller | 2001–2004 | Corporate accounting leadership |
| Honeywell, Inc. | Director, Global Financial Risk Management; prior roles over 20 years | ~1980s–2000s (20 years total) | Global risk management in diversified industrials |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Constellium N.V. | Director | Public | Aluminum fabricator (automotive, aerospace, packaging) |
| Compass Minerals International, Inc. | Director | Public | Producer of salt for deicing and industrial markets |
| Southwire Company, LLC | Director | Private | Industrial wire and cable manufacturer |
Board Governance
- Committee assignments: Audit Committee Chair; committee members Dayhoff and Soucy; 8 meetings in FY2024, indicating active oversight .
- Independence: Board determined Walker and all directors except CEO are independent; Walker satisfies enhanced audit committee independence and is an audit committee “financial expert” under SEC rules .
- Attendance and engagement: Board met five times in FY2024; each director attended >75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee remit includes oversight of financial reporting, external audit, internal controls, related-party transactions review, IT systems, and cybersecurity contingency planning .
- Governance safeguards: Prohibitions on short sales, hedging, margin accounts, and pledging; robust officer/director stock ownership guidelines overseen by the Board .
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| FY2024 | 74,601 | 130,011 | — | 204,612 |
- Director pay structure revised May 30, 2024: annual cash retainer $85,000 for board members; additional $20,000 for Audit Chair; no committee member fees; Chair of the Board $110,000 .
- Annual RSU grants: $130,000 for board members; $205,000 for Chair of the Board; vest on the earlier of first anniversary or next annual meeting, subject to service .
Performance Compensation
| Grant Date | RSUs (#) | Grant Date Fair Value ($) | Vesting Date | Performance Metrics |
|---|---|---|---|---|
| May 30, 2024 | 9,060 | 130,011 | May 22, 2025 | None (time-based vesting only) |
- Walker’s director equity is time-based RSUs; no performance metrics apply to director awards; directors may elect cash retainers in RSUs prior to year start .
Other Directorships & Interlocks
| External Entity | Sector Overlap with HAYW | Disclosed Transactions/Conflicts |
|---|---|---|
| Constellium N.V. | Limited overlap (materials to autos/aerospace/packaging) | Board concluded director relationships are not material; independence affirmed . |
| Compass Minerals International | Limited overlap (salt production) | No material relationships impairing independence per Board review . |
| Southwire Company, LLC | Industrial manufacturing (wire/cable) | Related-party transactions reviewed under policy by Audit Committee; no material conflicts disclosed . |
Related-Party Transaction Policy assigns Audit Committee to review/approve >$120,000 transactions involving related parties; chair may pre-approve < $500,000; several transaction types deemed pre-approved subject to conditions .
Expertise & Qualifications
- Public company CFO experience, global finance leadership, and IT/communications oversight (Valspar) .
- Risk management credentials from Honeywell’s Global Financial Risk Management role .
- Audit committee “financial expert” designation and financial literacy .
- Experience across manufacturing and industrial supply chains via external boards .
Equity Ownership
| Metric | 2022 | 2023 | 2024 | |---|---|---:|---:|---:| | Beneficial ownership (shares) | 9,352 | 20,064 | 30,277 | | Ownership % of outstanding | <1% | <1% | <1% | | 12/31/2024 share price ($) | — | — | $15.29 | | Approx. value at 12/31/2024 ($) | — | — | ~$463,000 (30,277 × $15.29) |
- Stock ownership guidelines for directors: required holdings equal to 5× annual cash retainer, excluding chair/committee retainers (i.e., 5×$85,000 = $425,000); failure triggers 50% net share retention requirement until achieved; counts certain vested and some unvested RSUs (net of withholding) .
- Hedging/pledging: prohibited for directors, officers, and employees; no margin accounts allowed .
Governance Assessment
- Strengths: Independent Audit Chair with CFO background and SEC “financial expert” status; active committee cadence (8 meetings) and solid attendance; director equity aligns interests; strict anti-hedging/pledging and rigorous RPT oversight .
- Alignment signal: Beneficial ownership rose from 9,352 (2022) to 30,277 shares (2024); at the 12/31/2024 close, she appears to meet the 5× retainer guideline threshold, supporting “skin-in-the-game” alignment .
- Potential watch items: Multiple external boards (two public, one private) may increase time demands; Board affirmed no material relationships impair independence and RPT oversight rests with Audit Committee, mitigating conflict risk .
- Investor sentiment: 2025 Say-on-Pay approval was strong (169,630,954 For vs. 14,205,872 Against), signaling broad support for compensation governance; Walker was a continuing director (not up for election) in 2025 .
RED FLAGS
- None disclosed: no material related-party transactions or pledging; options repricing prohibited by plan; strong independence confirmations .