Alan Schriesheim
HEICOAbout Alan Schriesheim
Alan Schriesheim (age 94) is an independent director of HEICO Corporation, serving on the Board since 1984. He is Director Emeritus of Argonne National Laboratory (Director 1984–1996; Senior Deputy Director & COO 1983–1984) and previously held senior R&D leadership roles at Exxon, including General Manager of Engineering Technology and Director of Exxon’s Corporate Research Laboratories. He is a member of the National Academy of Engineering, serves on the Board of Ann & Robert H. Lurie Children’s Hospital of Chicago, and is President & Co‑Founder of the Chicago Council on Science and Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argonne National Laboratory | Director | 1984–1996 | Led advanced technology development; now Director Emeritus |
| Argonne National Laboratory | Senior Deputy Director & COO | 1983–1984 | Operational leadership prior to Director role |
| Exxon Corporation / Exxon Research & Engineering Co. | Director, Corporate Research Laboratories; GM, Engineering Technology | 1956–1983 | Senior research administration and technology leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Ann & Robert H. Lurie Children’s Hospital of Chicago | Board Member | Current | Non-profit hospital governance |
| Chicago Council on Science and Technology | President & Co‑Founder | Current | Science advocacy, public engagement |
| National Academy of Engineering | Member | Current | Recognition for engineering excellence |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Schriesheim is independent under NYSE rules |
| Board Attendance (FY2024) | 100% of Board and assigned committee meetings; all directors attended 2024 Annual Meeting |
| Committee Memberships | Executive Committee (member) ; Nominating & Corporate Governance (member) ; Compensation (member; signed committee report) ; Environmental, Safety & Health (Chair) ; Stock Option Plan (member) |
| Committee Activity (FY2024) | Nominating met 3x ; Compensation met 4x ; Finance/Audit met 4x (Schriesheim not on Audit in FY2024) ; Environmental, Safety & Health met 4x with site visits ; Stock Option Plan met 5x |
| Board Leadership | Independent directors hold executive sessions at least annually; presiding director rotates among committee chairs |
| Talent Matrix Highlights | Aerospace & Defense; Corporate Governance; General Management; Public Companies; Science & Technology |
Fixed Compensation
| Component | Amount/Policy | Period |
|---|---|---|
| Annual Director Retainer (cash) | $250,000 | Effective and disclosed in 2025 proxy; applied to FY2024 compensation |
| Mandatory Stock Purchase | $145,000 of HEICO common stock (≈58% of retainer) annually | Policy in effect; directors may have Company withhold funds to purchase |
| Committee Membership Retainer | $15,000 per committee served | In effect FY2024 |
| Committee Chair Retainer | $10,000 per committee chaired | In effect FY2024 |
| Site Visit Fees | $1,200 per site visit (disclosed for 2023 policy update) | Effective Sept 22, 2023; not reiterated in 2025 text |
| Schriesheim Total Fees Earned (FY2024) | $335,000 | Director Compensation Table (no option awards) |
Performance Compensation
| Item | Disclosure |
|---|---|
| Equity Awards to Directors (FY2024) | No stock options granted to non‑employee directors in FY2024 |
| Legacy Director Options | As of Oct 31, 2024, Schriesheim was the only non‑employee director holding options: 33,393 HEICO Common Stock options (adjusted for splits/dividends) |
| Performance Metrics for Director Pay | Not disclosed/applicable (director compensation is retainer- and role-based; ownership requirement enhances alignment) |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Ann & Robert H. Lurie Children’s Hospital of Chicago | Non‑profit | Director | None disclosed with HEICO customers/suppliers |
| Chicago Council on Science and Technology | Non‑profit | President & Co‑Founder | None disclosed |
| National Academy of Engineering | Professional Academy | Member | None disclosed |
No current public company boards beyond HEICO are disclosed for Schriesheim .
Expertise & Qualifications
- Senior leadership in science and technology organizations; extensive corporate R&D administration (Exxon) and national lab leadership (Argonne) .
- Board skills encompass Aerospace & Defense, Corporate Governance, General Management, Public Companies, and Science & Technology per HEICO’s talent matrix .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| HEICO Common Stock (HEI) | 219,423 shares | <1% | Includes 11,333 Common shares allocated in HEICO Leadership Compensation Plan (LCP); includes 893 options currently exercisable within 60 days of Jan 17, 2025 |
| HEICO Class A Common (HEI.A) | 16,904 shares | <1% | Includes 6,416 Class A shares allocated in LCP; includes 10,488 Class A held by estate of spouse |
| Director Stock Options (legacy) | 33,393 options on HEICO Common | N/A | Only non‑employee director with outstanding options as of Oct 31, 2024 |
Governance Assessment
- Board effectiveness and engagement: 100% attendance across Board and committees in FY2024; Schriesheim serves on four independent committees and chairs Environmental, Safety & Health—indicating high engagement and oversight breadth .
- Alignment: Mandatory annual stock purchase ($145,000) and personal beneficial ownership support “skin‑in‑the‑game”; legacy options further link director incentives to TSR, though no new director options were granted in FY2024 .
- Independence: Affirmed by Board; committee participation is exclusively on independent committees (Compensation, Nominating & Corporate Governance, Stock Option Plan; E,S&H chaired by Schriesheim) .
- Compensation committee signal: As Compensation Committee member and signatory, Schriesheim oversaw changes after shareholder outreach—future NEO stock options and LCP awards tied to company performance, and enhanced bonus disclosure, addressing investor feedback (a positive governance signal) .
- Potential conflicts/risks:
- Executive Committee membership (with CEO and another director) concentrates certain interim Board powers; mitigated by long-standing independent committee structure .
- Section 16 reporting: An untimely Form 4 filing for Schriesheim in 2023 was disclosed—minor compliance lapse but noted for transparency (yellow flag) .
- No related-party transactions involving Schriesheim are disclosed; audit committee oversees any conflicts at the Board level .
- Hedging/pledging: HEICO notes insider trading policy and states NEOs have not hedged; no explicit director hedging policy beyond general guidance; no pledging disclosed for Schriesheim .
Overall, Schriesheim’s long tenure, scientific/technical acumen, and multi-committee leadership support board effectiveness, with strong attendance and independence reinforcing investor confidence. The Compensation Committee’s responsiveness to shareholders (performance-based structures) is a favorable signal; the isolated untimely Form 4 is a minor procedural issue with limited governance impact .