Joy Greenway
HillenbrandAbout Joy M. Greenway
Independent director of Hillenbrand, Inc. (HI), age 64, serving since 2013 and currently nominated to continue as a Class II director with a term expiring in 2028 . Background spans senior operating and financial roles across global industrials (GM, Visteon, UTC, GE) with deep expertise in manufacturing operations, continuous improvement (Lean/Six Sigma), international business, and technology innovation; education includes MBA (MIT), MS Mechanical Engineering (Syracuse), BS Industrial Education Engineering (UIUC) . Determined independent under NYSE standards; Board-wide independence stands at 10 of 11 directors (≥80% independent) with an independent Chair structure separating CEO and Chair roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors | Executive Director, Global Business Solutions | 2018–2020 | P&L leadership, long-term financial planning, global operations |
| General Motors | Executive Director, Transformation, Global Business Services | 2017–2018 | Transformation leadership across GBS |
| General Motors | CFO, Global Purchasing & Supply Chain | 2014–2017 | Financial oversight of global supply chain |
| Visteon Corporation | Vice President and President of Climate | 2005–2013 | Led climate business; growth and operational excellence |
| Visteon Corporation | Director, Strategic & Customer Business Units (Powertrain) | 2000–2005 | Strategy and customer unit leadership |
| United Technologies | Director, Operations | 1995–2000 | Operations leadership |
| GE Industrial Power Systems | Director, Materials | 1994–1995 | Materials management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Electricfil Corporation (France) | Director and Senior Advisor to Chairman/President | 2020–2021 | Sensors/actuators for powertrain/transmissions |
Board Governance
- Committee memberships: Audit Committee member and Nominating/Corporate Governance (NCG) Committee member .
- Audit Committee financial expert designation: Board determined Ms. Greenway meets “audit committee financial expert” criteria alongside Novich, Lower, and Hillenbrand .
- Independence: Board affirmed independence in December 2024; overall Board independence 10/11; independent Chair and separate CEO roles .
- Attendance and engagement: Board met 7 times; Audit 7, Compensation 6, NCG 4, M&A 4; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions after each Board and committee meeting; directors have access to management and advisors .
- Retirement policy: mandatory retirement at first Annual Meeting following age 73; no exemptions .
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Director cash increased from $80,000 to $95,000 effective 1/1/2023 |
| Committee chair fees | N/A | Audit Chair $20k; other chairs $15k; Greenway not listed as chair |
| RSU grant (annual) | $139,968 | 3,002 RSUs at 2024 meeting (Feb 20, 2024); directors ~60% equity mix |
| All other compensation | $228 | Life insurance value net of premiums |
| Total FY2024 director pay | $235,196 | — |
Program guardrails and alignment:
- Director compensation mix: ~40% cash / ~60% equity; RSU awards increased from $125k to $140k in FY2024; Chair RSU increased to $90k in FY2025 .
- Total annual base compensation cap: $600,000 (cash retainer + RSU grant date FV), excludes chair retainers; shareholder-approved limit in Stock Plan .
- Ownership guidelines: directors must hold stock equal to 5× annual cash compensation within 5 years; shares from RSUs must be held until board departure, change in control, death, or disability .
- Anti-hedging/pledging: categorical prohibition; no pledging or margin accounts .
Performance Compensation
- Directors do not receive performance-based pay; RSUs are time-based and held until separation/change-in-control/death/disability per plan .
- Reference metrics under executive plans (oversight signal of pay-for-performance design):
| Hillenbrand FY2024 STIC Metric (Consolidated) | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | $456 | $570 | $655 | $516 | 68.6% |
| Net Revenue ($mm) | 25% | $3,225 | $3,544 | $3,792 | $2,974 | 0% |
| Cash Conversion Cycle (days) | 25% | 79.2 | 66.0 | 52.8 | 72.3 | 76.1% |
| Company Performance Factor | — | — | — | — | — | 53.3% |
LTIC design highlights: two-thirds performance RSUs (Shareholder Value and Relative TSR) with 3-year measurement; max payout increased to 200%; target counts detailed for executives (not directors) .
Other Directorships & Interlocks
| Company | Type | Role | Overlap with HI stakeholders |
|---|---|---|---|
| Electricfil Corporation | Private/France | Director/Senior Advisor (2020–2021) | No HI-related transactions disclosed |
- Board independence review found related-party transactions with companies connected to other directors (Cummins, Infosys, Grainger, Wabash) immaterial; no such review items involved Ms. Greenway .
Expertise & Qualifications
- Operations and P&L leadership in complex manufacturing; Lean/Six Sigma continuous improvement; global markets (Asia, Europe, Americas); industrial technology innovation .
- Finance exposure (CFO role at GM Global Purchasing & Supply Chain); audit/financial literacy with Audit Committee financial expert designation .
- Education: MBA (MIT), MS Mechanical Engineering (Syracuse), BS Industrial Education Engineering (UIUC) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Dec 13, 2024) | 39,862 RSUs | Held on company books; directors must hold RSU shares until separation or specified triggers |
| Vested RSUs (Sep 30, 2024) | 36,522 | — |
| Unvested RSUs (Sep 30, 2024) | 3,056 | — |
| Ownership as % of shares outstanding | <1% | HI shares outstanding: 70,413,053 |
| Pledged or hedged shares | None; pledging/hedging prohibited | |
| Guideline compliance | In compliance (all current non-employee directors except Rumsey, Pullin, Sawhney, Lower still under 5-year window) |
Governance Assessment
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Strengths
- Seasoned industrial operator with audit-committee financial expert status; supports robust oversight of financial reporting, internal controls, and cyber risk .
- Strong alignment: stringent director ownership (5× cash retainer), RSU holding through service end, prohibition on hedging/pledging .
- Board effectiveness indicators: independent Chair; ≥80% independent; executive sessions; formal evaluations and refreshment policy (age 73 mandatory retirement) .
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Pay/Structure signals
- Director comp capped at $600k; balanced 40/60 cash/equity mix; RSU increases aligned with market studies—suggests measured pay governance .
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Engagement and attendance
- ≥75% meeting attendance; presence at 2024 Annual Meeting—supports engagement expectations .
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Conflicts/Related parties
- No related-person transactions identified since fiscal 2023; independence reaffirmed in 2024; no pledging or hedging .
-
RED FLAGS
- None identified for Ms. Greenway: no Section 16(a) delinquencies; no related-party transactions; no pledging/hedging; governance practices emphasize independence and ownership .
Supplemental context on shareholder sentiment and pay governance: Say-on-Pay approvals exceeded 94% for the past eleven years, reinforcing investor support for HI’s compensation and governance framework .