Neil Novich
HillenbrandAbout Neil S. Novich
Independent director and Chair of the Audit Committee at Hillenbrand (HI), age 70. Director since 2010 with continuous service across Audit, Compensation, Nominating/Corporate Governance (NCG), and M&A committees; Audit Committee Chair since 2019. Education: MS in Management and MS in Nuclear Engineering (MIT), BS in Physics (Harvard). Former Chairperson, President & CEO of Ryerson, Inc.; earlier career as Partner at Bain & Company, with deep expertise in risk oversight, manufacturing operations, IT/cybersecurity, and executive compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryerson, Inc. | Chief Operating Officer; President & CEO; Chairperson, President & CEO | 1994–1996; 1994–1999; 1999–2007 | Led global metals distribution/fabrication operations and strategy execution |
| Bain & Company | Partner | 1981–1994 | Management consulting across strategy, operations, sales, technology |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beacon Roofing Supply | Director; Member, Nominating & Governance; past Chair, Compensation; past Chair, Audit | Director since 2012; NCG Member since 2024 | Governance and oversight across multiple committees |
| W.W. Grainger, Inc. | Director; Member, Audit and Nominating & Governance; past Chair and Member, Compensation | Since 1999 | Industrial supply oversight; compensation governance experience |
| Analog Devices, Inc. | Director; Member, Audit; past Chair, Compensation | 2008–2020 | Semiconductor governance; audit and compensation leadership |
| American Securities | Executive Council Member | Since 2004 | Private equity advisory |
| Field Museum of Natural History | Trustee; former Chair of Research & Technology Committees | Since 1999 | Institutional governance and technology oversight |
Board Governance
- Committee memberships (as of Jan 7, 2025): Audit (Chair), Mergers & Acquisitions (Member), Nominating/Corporate Governance (Member). All standing committees comprise independent directors, with charters available online .
- Audit Committee remit includes oversight of financial reporting, internal controls, ethics/compliance, IT/cybersecurity, and auditor independence. Novich is designated an “audit committee financial expert” under Item 407(d) of Regulation S-K .
- Independence: The Board determined Novich is independent, despite Hillenbrand purchases from Grainger (where he is a director). FY2024 transactions with Grainger totaled approximately $343,000; amounts were deemed immaterial relative to revenues, and his role/compensation at Grainger not directly impacted .
- Attendance: FY2024 Board met 7 times; Audit Committee met 7; Compensation 6; NCG 4; M&A 4. Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Base cash for independent directors |
| Audit Committee Chair retainer | $20,000 | Elevated vs other chairs ($15,000) reflecting market practice/responsibilities |
| Fees Earned (Cash) – Novich | $115,000 | Base + Audit Chair retainer |
| All Other Compensation – Novich | $228 | Company-provided term life insurance, net of premiums |
- Director compensation mix: approximately 40% cash / 60% equity (RSUs), assessed by the NCG Committee; last compensation study by independent consultant in 2022 .
Performance Compensation
| Grant | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Schedule | Delivery Conditions |
|---|---|---|---|---|---|
| Annual Director RSU | 02/20/2024 | 3,002 RSUs | ~$139,968 | Earlier of 1-year anniversary or immediately prior to the 2025 Annual Meeting | Shares delivered only after director ceases service, change-in-control, death or disability; dividends accrue and are paid in shares at distribution |
| RSU (Form 4 reported) | 02/18/2025 | 4,006 RSUs | $0 (award) | Earlier of next annual meeting or one year from grant | Shares not delivered until separation/change-in-control/death/disability |
- Directors do not receive options or performance-based equity; RSUs are time-based with stringent holding requirements until post-service, reinforcing alignment .
Other Directorships & Interlocks
| Counterparty | Relationship | FY2024 Transaction Amount | Independence Determination |
|---|---|---|---|
| W.W. Grainger, Inc. (Novich is a director) | Vendor to Hillenbrand subsidiaries | ~$343,000 purchases by Hillenbrand; Grainger made immaterial purchases from Hillenbrand | Not material; Novich not an employee and no material interest; independence maintained |
| Cummins (Rumsey), Infosys (Sawhney), Wabash (Taylor) | Customer/supplier relationships with directors’ employers or boards | Cummins ~$588,000 purchases from HI; Infosys ~$3,610,000 services to HI; Wabash ~$147,000 purchases by HI | All determined not material; independence maintained for directors involved |
Expertise & Qualifications
- Risk management oversight; former Fortune 500 Chair/CEO .
- Manufacturing/operations leadership from Ryerson; strategic thinking and boardroom engagement .
- Cyber/information security and IT oversight; background in AI/software through continuing education; Audit Committee cybersecurity oversight experience .
- Human capital and executive compensation experience (former Compensation Committee Chair at HI; compensation leadership at other boards) .
Equity Ownership
| Item | Amount | Date/Status | Notes |
|---|---|---|---|
| Beneficial ownership (Novich) | 61,193 shares | As of 12/13/2024 | Includes 57,784 RSUs and 3,409 deferred shares from director fees |
| Vested RSUs | 57,691 units | As of 09/30/2024 | Carried on Company books; subject to holding requirements |
| Unvested RSUs | 3,056 units | As of 09/30/2024 | From FY2024 grant; standard director vesting |
| Pledging | None | As of 12/13/2024 | No shares pledged by directors/executives |
| Ownership guideline | 5x annual cash compensation | Directors have 5 years to comply; RSUs count (time-based) | Novich is currently in compliance; hold-until-departure requirement for vested shares |
Insider Trades (Form 4)
| Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 02/18/2025 | Award (A) | RSUs | 4,006 | $0 | 4,006 RSUs awarded (delivery deferred) | |
| 09/30/2025 | Award (A) | RSUs | 543 | $0 | Not specified (Form 4 summary) |
Governance Assessment
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Strengths:
- Audit Committee Chair and SEC-designated audit committee financial expert; direct oversight of financial reporting, controls, ethics/compliance, and cybersecurity—supports investor confidence in risk and control environment .
- Robust ownership alignment: high RSU holdings, strict hold-until-departure policy, and compliance with 5x cash compensation guideline; no pledging—positive alignment signals .
- Attendance and engagement: Board and committees met frequently; minimum 75% attendance met, and Annual Meeting attendance was complete—supports board effectiveness .
-
Potential risks/RED FLAGS:
- Related-party exposure via Grainger vendor relationship—Board concluded immaterial and maintained independence, but continued monitoring is prudent given ongoing transactions .
- Multiple external commitments (Beacon Roofing Supply, Grainger, American Securities, Field Museum) may create time-allocation risk; current attendance record mitigates this concern .
-
Compensation structure:
- Director compensation appropriately mixes cash (~40%) and equity (~60%) without performance metrics, consistent with governance best practice; Audit Chair retainer elevated to reflect expanded responsibilities and market practice .
Overall, Novich’s audit leadership, financial expertise, and strong ownership alignment are positives for governance quality. Related-party transactions with Grainger have been transparently reviewed and deemed not material, sustaining independence; vigilance on interlocks and time commitments remains advisable .