Gary Collar
HillenbrandAbout Gary L. Collar
Independent director of Hillenbrand, Inc. (HI), age 68, serving since 2015; Chairperson of the Compensation and Management Development Committee since 2022 and member of the Nominating/Corporate Governance (NCG) Committee . Background includes senior executive roles at AGCO and ZF Group with extensive global operations leadership and human resources oversight; B.S. in Business Administration and Marketing Management from California State University–East Bay . The Board determined Mr. Collar is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AGCO Corporation | SVP & GM, Asia Pacific & Africa | 2012–2021 | Led global operations; strategic direction and manufacturing oversight |
| AGCO Corporation | SVP & GM, Europe/Africa/Middle East/Australia/New Zealand | 2004–2011 | Regional P&L leadership across multiple geographies |
| AGCO Corporation | VP, Worldwide Market Development, Challenger Division | 2002–2003 | Global market development |
| ZF Friedrichshafen A.G. | VP, Business Development, ZF Group NAO | 2001–2002 | Corporate development in North America |
| Zua Autoparts JV | President & CEO | 1995–2001 | Joint venture leadership, operations and growth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyster-Yale Materials Handling, Inc. | Director; Member, Audit & Compensation Committees | Since 2024 | Public company oversight across audit and compensation |
| Proventia OY | Director | Since 2024 | Governance at emission control equipment provider |
| Tractors and Farm Equipment Limited (India) | Director | 2012–2021 | Oversight at AGCO investment in India |
| AGCO Finance, Inc. | Global Director | 2016–2021 | Retail/wholesale financing JV governance |
Board Governance
- Committees: Chairperson, Compensation and Management Development; Member, NCG. HI committees (Audit, Compensation, NCG, M&A) are composed entirely of independent directors .
- Independence: Board annually evaluates independence; Mr. Collar was determined independent for all committee purposes .
- Attendance: Board met 7 times in FY2024; Compensation Committee met 6 times; NCG met 4 times; each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Governance safeguards: Separation of Chair and CEO; anti-hedging/anti-pledging policy; director stock ownership guidelines; retirement at first annual meeting after age 73; director compensation capped by shareholder-approved limit .
Fixed Compensation
| Item | FY2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $95,000 | Base cash retainer for independent directors effective Jan 1, 2023 |
| Compensation Committee Chair Fee | $15,000 | Chair retainer level in FY2024 |
| Meeting Fees | $0 | No per-meeting fees paid |
| Other Compensation (Life Insurance) | $228 | Company-provided term life insurance (net of premiums) |
| Total Cash | $110,000 | Sum of cash retainer and chair fee |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Holding Requirement |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | Feb 20, 2024 | 3,002 | $139,968 | Earlier of 1st anniversary or immediately prior to next Annual Meeting | Shares held until board departure, change in control, death/disability; no voting rights until delivered; dividends accrue as additional shares |
Director compensation is not tied to performance metrics; RSUs are time-based. Company-level performance metrics used for executives (not directors) include Adjusted EBITDA, Revenue/Order Intake, Cash Conversion Cycle, Relative TSR vs S&P Midcap Industrial 400, and Shareholder Value .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| Hyster-Yale Materials Handling, Inc. | Serves on Audit & Compensation Committees | No HI-related transactions disclosed; HI’s NCG Committee reported no related-person transactions requiring disclosure since FY2023; Compensation Committee interlocks/insider participation: none in FY2024 |
| Proventia OY / AGCO-related entities | Prior/current roles | Noted historic roles; independence maintained; no conflicts disclosed for Mr. Collar |
Expertise & Qualifications
- International business/global markets; operations/manufacturing leadership; human resources oversight; strategic direction in industrials .
- Education: B.S. in Business Administration and Marketing Management, California State University–East Bay .
Equity Ownership
| Measure | As of Date | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership (incl. RSUs) | Dec 13, 2024 | 31,007 shares* | Footnote: includes 31,007 RSUs on Company books; <1% outstanding; none pledged |
| Vested RSU awards | Sep 30, 2024 | 27,736 | Vested RSUs as of fiscal year-end |
| Unvested RSU awards | Sep 30, 2024 | 3,056 | Unvested RSUs as of fiscal year-end |
| Ownership guideline compliance | FY2024 | In compliance | Directors must hold ≥5x annual cash compensation within 5 years; all non-employee directors except Rumsey, Pullin, Sawhney, Lower are currently in compliance (Collar is compliant) |
*Ownership is less than one percent of total shares outstanding .
Governance Assessment
- Board effectiveness: Collar’s long tenure and current chair role on Compensation support oversight continuity and pay-for-performance alignment; committees are fully independent and operate with robust charters and executive session practices .
- Independence & conflicts: Board affirmed independence; NCG found no related-person transactions requiring disclosure since FY2023; Compensation Committee interlocks/insider participation were expressly absent in FY2024—positive signal for governance quality .
- Compensation alignment: Director pay mix adheres to best practices (approx. 40% cash/60% equity); RSU holding requirements and anti-hedging/anti-pledging strengthen alignment; shareholder-approved cap of $600,000 on annual base director compensation mitigates pay inflation risk .
- Attendance & engagement: At least 75% attendance threshold met; annual shareholder meeting attendance maintained—supports engagement expectations .
- RED FLAGS: None disclosed regarding pledging/hedging, related-party transactions, option repricing, or low say-on-pay (executive say-on-pay approvals exceeded 94% for 11 consecutive years, indicative of broader investor support for HI’s pay practices) .
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