Stuart Taylor II
HillenbrandAbout Stuart A. Taylor, II
Independent director, age 64, serving since 2008; Chairperson of Hillenbrand’s Mergers & Acquisitions Committee, and member of the Compensation and Nominating/Corporate Governance Committees. CEO of The Taylor Group, LLC since 2001; prior senior investment banking roles at Bear Stearns (Senior Managing Director), CIBC World Markets (Managing Director, Global Automotive & Capital Goods), and Bankers Trust (Managing Director, Automotive Industry Group). Education: MBA (Finance), Harvard; BA (History), Yale. The Board determined Mr. Taylor is independent under NYSE and SEC rules (December 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Taylor Group, LLC | Chief Executive Officer | Since 2001 | Private equity and strategic transactions leadership; risk oversight, corporate finance supervision |
| Bear, Stearns & Co. Inc. | Senior Managing Director | 1999–2001 | Led financings, M&A; strategic advisory |
| CIBC World Markets | Managing Director, Global Automotive; Capital Goods | 1996–1999 | Sector leadership in investment banking |
| Bankers Trust | Managing Director, Automotive Industry Group | 1993–1996 | Coverage leadership and transaction execution |
External Roles
| Organization | Role | Tenure | Board/Committee Positions |
|---|---|---|---|
| Ball Corporation | Director; Lead Independent Director; Chair NCG; Human Resources Committee member | Since 1999 | Governance chair; leadership on HR matters |
| Wabash National Corporation | Director; Audit and Compensation Committee member | Since 2019 | Financial oversight; pay governance |
| Atmus Filtration Technologies Inc. | Director; Chair Nominating & Governance; Compensation Committee member | Since 2024 | Governance chair; compensation oversight |
| Solenis, LLC | Director; Compensation Committee member | Since 2020 | Private company; pay oversight |
| Essendant, Inc. (f/k/a United Stationers) | Director | 2011–2019 | Wholesale distribution board service |
Board Governance
- Committee assignments: Chair, M&A; Member, Compensation; Member, NCG. Audit service (prior) 2009–2018; Compensation Committee member 2008–2009; resumed since 2019; NCG member since 2008.
- Independence: Board determined Mr. Taylor is independent under NYSE/SEC rules; independence assessment considered immaterial transactions with Wabash (see Related Parties).
- Attendance and engagement: In FY2024 the Board met 7 times; Compensation 6; NCG 4; M&A 4; each director attended at least 75% of aggregate Board and applicable committee meetings; executive sessions of non-management directors held after each Board and committee meeting.
- Governance policies: Directors must retire by the first annual meeting after age 73; at least 80% of directors independent; independent committee composition (Audit, Compensation, NCG, M&A).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly; no per-meeting fees |
| Committee chair fee (M&A) | $15,000 | Audit Chair is $20,000; other standing committee Chairs $15,000 |
| Total cash fees (FY2024) | $110,000 | Reported “Fees Earned or Paid in Cash” |
| Annual RSU award (grant date) | 3,002 RSUs; $139,968 FV | Granted after 2024 Annual Meeting (Feb 20, 2024) based on average of high/low price; Chair received additional RSUs (not applicable to Mr. Taylor) |
| All other compensation | $228 | Company-provided term life insurance (net of premiums) |
| Total FY2024 director compensation | $250,196 | Sum of cash + stock + other |
| Director compensation cap | $600,000 (base compensation: cash + annual RSU) | Excludes Chair and Committee chair retainers |
Performance Compensation
| Element | Design | Vesting/Measurement | Amount |
|---|---|---|---|
| Director RSUs (time-based) | Annual grant to non-employee directors | Vest on the earlier of 1-year after grant or immediately prior to first annual meeting after grant; dividends accrue as additional shares; shares held until board departure/change in control/death/disability | 3,002 RSUs granted Feb 20, 2024 (vest expected immediately prior to Feb 18, 2025 Annual Meeting) |
| Performance metrics | Not applicable to director equity | Director RSUs are time-based (no EBITDA/TSR metrics) | N/A |
Other Directorships & Interlocks
| Relationship | Description | FY2024 Transaction Amount | Independence Outcome |
|---|---|---|---|
| Wabash National Corporation | Mr. Taylor is a Wabash director; Hillenbrand purchased equipment/services from Wabash; Wabash purchased an immaterial amount from Hillenbrand | HI purchases from Wabash: ~$147,000; Wabash purchases from HI: immaterial | Board concluded immaterial; Mr. Taylor is independent (no material interest; role/compensation at Wabash not impacted; amounts immaterial vs Company/Wabash revenues) |
Expertise & Qualifications
- Thirty years of investment banking and corporate finance leadership; CEO of private equity firm; extensive M&A and strategic transaction oversight; risk management, HR committee experience across public/private boards.
- Education: MBA (Finance), Harvard; BA (History), Yale.
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Dec 13, 2024) | 80,188 shares | Less than 1% of outstanding (*) |
| Composition | 67,730 RSUs; 12,458 deferred director fee shares | RSUs and deferred shares held on Company books |
| Unvested RSUs (as of Sep 30, 2024) | 3,056 units | Reflects accrual of dividend equivalents |
| Pledging/Hedging | None; prohibited by policy; no director/executive shares pledged | |
| Ownership guideline | 5x annual cash compensation; compliance required within 5 years; current non-employee directors (other than Rumsey, Pullin, Sawhney, Lower) are compliant |
Insider trades note: Attempted to fetch recent Form 4 filings for “Stuart A. Taylor, II” but the insider-trades tool returned an authorization error (401). Section 16(a) compliance disclosure indicates all directors and officers satisfied timely filing requirements in FY2024.
Governance Assessment
- Committee leadership and breadth: Chairing M&A and serving on Compensation and NCG signal strong influence on portfolio strategy, governance, and pay oversight; prior Audit Committee tenure adds financial oversight experience.
- Independence and conflicts: Board formally assessed Wabash transactions and found them immaterial; Mr. Taylor remains independent—reduces conflict risk despite interlock.
- Alignment mechanisms: Strict anti-hedging/anti-pledging; director RSUs held until departure/change-in-control/death/disability; stock ownership guideline at 5x cash comp with compliance affirmed for seasoned directors.
- Attendance and engagement: Board/committee frequency (7/6/4/4 respectively) with all directors meeting the 75% threshold; executive sessions after each meeting support independent oversight.
- Pay structure quality: Balanced cash/equity, no per-meeting fees, capped base compensation ($600k), independent consultant input (Pay Governance), and periodic market benchmarking—mitigates pay inflation risk.
- Shareholder sentiment: Say-on-pay has exceeded 94% approval for eleven consecutive years, signaling investor support for compensation and governance practices.
RED FLAGS: None disclosed specific to Mr. Taylor. Related-party exposure via Wabash is small and explicitly evaluated as immaterial; no hedging/pledging; no delinquent Section 16 filings; Compensation Committee reported no interlocks/insider participation.