Helen Cornell
HillenbrandAbout Helen W. Cornell
Helen W. Cornell (age 66) is the independent Chairperson of Hillenbrand’s Board and Chairperson of the Nominating/Corporate Governance (NCG) Committee. She has served on Hillenbrand’s Board since 2011, previously chairing the Compensation Committee (2018–2022) and serving as Vice Chairperson of the Board (2022–2023) before becoming Chairperson in 2023. A CPA and CMA, Cornell was President & CEO of Owensboro Grain Company (2015–2023) and CFO/EVP of Gardner Denver (now Ingersoll Rand) (1998–2010), with an MBA in Finance from Vanderbilt and a BS in Accounting from the University of Kentucky .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owensboro Grain Company | President & CEO | 2015–2023 | Led operations and risk management; board leadership experience |
| Gardner Denver, Inc. (n/k/a Ingersoll Rand) | CFO & EVP | 1998–2010 | Investor interface; corporate finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dot Family Holdings, LLC (private) | Director; Chair Compensation; Member/Former Chair Audit | Since 2012 | Compensation and audit oversight |
| Brescia University (non-profit) | Board of Trustees; Finance Committee Member | 2018–2023 | Finance stewardship |
| Owensboro Grain Company | Director; Chair of the Board; Chair Executive Committee | 1998–2023 | Executive governance |
| Alamo Group (public) | Director; Chair Audit; Member Compensation | 2011–2016 | Audit and compensation oversight |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Helen W. Cornell is independent under NYSE and SEC standards |
| Board Leadership Structure | CEO and Chair roles are separated; Cornell serves as independent Chairperson (since 2023) |
| Committee Assignments | Chairperson, Nominating/Corporate Governance Committee; other committee memberships have included Audit (2011–2013) and M&A (2011–2023) |
| Executive Sessions | Non-employee directors hold executive sessions after each Board and committee meeting |
| Meetings & Attendance | FY2024: Board (7), Audit (7), Compensation (6), NCG (4), M&A (4); each director attended ≥75% of aggregate meetings |
| Retirement Policy | Mandatory retirement at first annual meeting after turning 73 (no exceptions) |
| Related Person Transactions | Since fiscal 2023, no transactions involving any related person with a material interest requiring disclosure |
Fixed Compensation (Non-Employee Director Program; FY2024 Policy and Cornell Actual)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (directors) | 95,000 | Paid quarterly; no per-meeting fees |
| Additional cash – Board Chair | 40,000 | Effective Jan 1, 2024; Cornell’s FY2024 actual earned shown below |
| Committee Chair fees | 20,000 (Audit); 15,000 (Comp/NCG/M&A) | Chair retainers only; no member retainers |
| Cornell – Cash fees earned (FY2024) | 148,750 | “Fees Earned or Paid In Cash” |
| Director compensation cap (base comp) | 600,000 | Annual limit on base director comp (cash + annual stock award) |
Performance Compensation (Equity; RSUs)
| Element | Amount/Terms | Cornell FY2024 Actual |
|---|---|---|
| Annual RSU award (directors) | $140,000 grant-date value; time-based vest (earlier of 1-year or immediately prior to next annual meeting) | Included in total below |
| Additional RSU – Board Chair | $85,000 effective FY2024; increased to $90,000 effective Oct 1, 2024 | Included in total below |
| Vesting/Delivery | RSUs vest per above; shares are not delivered until director leaves Board, change in control, death, or disability | |
| Anti-hedging/pledging | Hedging and pledging prohibited; preclearance required | |
| Cornell – Stock awards (FY2024) | $224,966 | “Stock Awards” value |
| Cornell – RSU counts (as of 9/30/2024) | Vested: 46,711; Unvested: 4,912 | RSU counts table |
Note: Hillenbrand’s director equity is time-based RSUs; there are no performance-conditioned metrics, options, or performance share units for directors disclosed .
Other Directorships & Interlocks
- Current public boards: None disclosed for Cornell; prior public board: Alamo Group (2011–2016), Audit Chair and Compensation Committee member .
- Compensation Committee interlocks: None in FY2024 (for the company’s Compensation Committee) .
- Independence determinations: Board reviewed vendor/customer ties of other directors (Cummins, Infosys, Grainger, Wabash) and upheld independence; no such related-party ties are identified for Cornell .
Expertise & Qualifications
- Credentials: CPA; CMA .
- Core competencies cited: Corporate finance; risk oversight; M&A leadership; strategic transactions; industrial/manufacturing leadership .
- Education: MBA (Finance) Vanderbilt; BS (Accounting) University of Kentucky .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (12/13/2024) | 65,177 shares; includes 13,191 in trusts; 51,986 RSUs on company books |
| % of outstanding | <1% (per table footnote) |
| Pledged shares | None of the directors’ or officers’ beneficially owned shares are pledged |
| Ownership guidelines | Directors must own ≥5x annual cash compensation within 5 years; all current non-employee directors except Rumsey, Pullin, Sawhney, and Lower are in compliance (Cornell is in compliance) |
| Holding requirement | Vested director equity must be held until after Board service ends (or change in control, death, disability) |
Say-on-Pay & Shareholder Feedback
| Item | Result/Practice |
|---|---|
| Say-on-Pay support (historical) | >94% approval each of the past 11 years (advisory vote on NEO pay) |
| Shareholder engagement | Annual outreach on strategy, governance, and compensation; feedback informs governance and pay decisions |
Governance Assessment
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Strengths and positive signals
- Independent Chair with deep finance and operating background; separation of CEO/Chair enhances oversight .
- Strong ownership alignment: 5x retainer ownership guideline; shares cannot be delivered until after service; anti-hedging/pledging; no pledged shares .
- Robust committee leadership: Cornell chairs NCG; prior Compensation Chair experience supports board refreshment and pay governance .
- Attendance and engagement: Board/committee cadence with executive sessions after each meeting; all directors met ≥75% attendance; all attended 2024 Annual Meeting .
- Shareholder support for pay: Persistent >94% Say-on-Pay approval suggests alignment with investor expectations .
- No related person transactions requiring disclosure since fiscal 2023 .
-
Potential watch items
- Tenure: Service since 2011 provides continuity but may warrant ongoing refreshment considerations; mandatory retirement at 73 provides a natural backstop .
-
Conflicts and interlocks
- No disclosed Cornell-specific related party transactions or compensation committee interlocks in FY2024 .