Joseph Lower
HillenbrandAbout Joseph T. Lower
Independent director (age 57) appointed effective December 1, 2024; Vice Chairperson of the Audit Committee and member of the Mergers & Acquisitions (M&A) and Nominating/Corporate Governance (NCG) Committees. Former CFO at AutoNation (2020–2024) and Office Depot (2018–2020); prior CFO at B/E Aerospace (2014–2017) and senior strategy/business development roles at Boeing (2002–2014). Education: MBA, Northwestern University (Kellogg); BS Finance, Indiana University. Designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoNation, Inc. | EVP & Chief Financial Officer | 2020–2024 | Led finance strategy and capital allocation; operational transformations generating substantial savings |
| Office Depot, Inc. | EVP & Chief Financial Officer | 2018–2020 | Finance leadership and cost reduction initiatives |
| B/E Aerospace, Inc. | Vice President & Chief Financial Officer | 2014–2017 | CFO experience in aerospace interiors |
| The Boeing Company | VP, Business Development & Strategy; VP, Corporate & Strategic Development | 2002–2014 | M&A lifecycle experience; cross-industry risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Atlas Group (private) | Director | Since 2017 | Privately owned aerospace infrastructure provider |
| United Launch Alliance (JV) | Director | 2006–2014 | Joint venture; not publicly listed |
| Adler Planetarium (non-profit) | Director | 2004–2016 | Public museum board service |
Board Governance
- Committee assignments: Vice Chairperson, Audit; Member, M&A; Member, NCG. All standing committees comprise only independent directors. Lower is designated an “audit committee financial expert.”
- Board refreshment: Added as a new independent director in 2024; Board created vice chair roles on Audit and NCG (Lower and Sawhney, respectively).
- Independence and related-party transactions: NCG reviews related person transactions; none requiring disclosure identified since fiscal 2023.
- Attendance and meetings: FY2024—Board met 7 times; Audit 7; Compensation 6; NCG 4; M&A 4. Each director attended ≥75% of applicable meetings during his/her FY2024 tenure. Lower joined Dec 1, 2024; FY2024 attendance metrics do not apply to his tenure.
- Anti-hedging/pledging: Policy prohibits hedging, short sales, holding in margin accounts, or pledging Company securities by directors/officers/employees.
- Election and shareholder support: Elected Class II director at the Feb 18, 2025 Annual Meeting with 99.72% votes cast in favor (59,681,210 for; 166,324 withheld).
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | $0 | $0 |
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual cash retainer (independent directors) | $95,000 | Jan 1, 2023 | Paid quarterly; no per-meeting fees |
| Chairperson of the Board – additional cash | $40,000 | Jan 1, 2024 | Market alignment; paid quarterly |
| Committee Chair retainers (Audit) | $20,000 | Jan 1, 2023 | Audit Chair paid moderately more per market practice |
| Committee Chair retainers (Comp/NCG/M&A) | $15,000 | Jan 1, 2023 | Paid quarterly |
| RSU annual award (non-employee directors) | $140,000 grant-date value | Feb 20, 2024 (FY2024) | Awarded at Annual Meeting; ~3,002 RSUs in 2024 |
| Chairperson additional RSUs | $85,000 → $90,000 | Oct 1, 2024 | Increase effective Oct 1, 2024 |
| Director compensation limit (base comp) | $600,000 | Ongoing | Includes cash retainer + RSU grant; excludes chair retainers |
Performance Compensation
| Feature | Detail | Vesting/Delivery | Dividends |
|---|---|---|---|
| Director equity | Time-based RSUs (no options; no performance PSUs disclosed for directors) | Vest at earlier of 1-year from grant or just prior to first Annual Meeting after grant; delivery deferred until Board departure, change in control, death or disability | Dividends accrued/reinvested and paid in additional shares upon distribution |
No director performance metrics (e.g., TSR, EBITDA) tied to director pay are disclosed; equity is time-based RSUs rather than performance-based units.
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|---|
| The Atlas Group | No (private) | Director | Since 2017 | None disclosed |
| United Launch Alliance | No (JV) | Director | 2006–2014 | None disclosed |
| Adler Planetarium | No (non-profit) | Director | 2004–2016 | None disclosed |
Proxy does not disclose any current public-company directorships for Lower.
Expertise & Qualifications
- Financial expertise: Extensive public-company CFO experience; Board designated “audit committee financial expert.”
- M&A lifecycle: Deal generation through value realization across industries/geographies.
- Strategic/operations: Cost reduction, capital allocation, risk management across diverse end markets.
- Education: MBA (Kellogg), BS Finance (Indiana University).
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Outstanding | Vested RSUs (#) | Unvested RSUs (#) |
|---|---|---|---|---|
| Dec 13, 2024 | 79 | Not disclosed (table shows “*”) | – | – |
| Ownership Guideline | Requirement | Compliance Window | Status |
|---|---|---|---|
| Director stock ownership | 5× annual cash compensation | Within 5 years of becoming a director | Lower is under five-year compliance deadline (new director) |
- Holding policy: Directors must hold vested RSU shares until departure, change in control, or death/disability (with legacy pre-2014 awards held through six months post-departure; post-2014 one day post-departure).
- Anti-hedging/pledging: Prohibited; no exceptions disclosed.
Governance Assessment
- Board effectiveness and oversight: Lower’s appointment strengthens finance/audit depth; Audit Committee comprises only independent directors and Lower serves as Vice Chair and an “audit committee financial expert,” enhancing oversight of financial reporting, controls, and cyber/IT risk.
- Engagement and investor confidence: He received 99.72% support in his 2025 election—highest among nominees—indicating strong shareholder approval. Say-on-pay also passed with 98.46% in favor.
- Alignment: Robust ownership/holding requirements (5× cash retainer; deferral of share delivery until departure) and strict anti-hedging/pledging policies support alignment with long-term shareholder value.
- Attendance: FY2024 attendance thresholds were met by all then-serving directors; Lower joined after FY2024, so his attendance will be assessed prospectively.
- Compensation structure quality: Balanced cash/equity mix (~40%/60%), capped base compensation at $600k, and modestly higher Audit Chair retainer reflect market practice and governance discipline; no per-meeting fees or option awards for directors.
- Related-party risk: No related person transactions requiring disclosure since fiscal 2023; NCG-led pre-approval controls in place.
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or option repricing; however, current share ownership is minimal (79 shares) given his December 2024 start—track progress toward the 5× guideline within the five-year window.