Diana Sacchi

About Diana Sacchi

Independent director at Helios Technologies (HLIO) since June 2022; age 65. Career HR executive with 25+ years of global experience across manufacturing, electronics, consumer, pharma and non-profit sectors; currently CHRO at Grameen America (since Nov 2020). Education: B.A. in Psychology (Texas Woman’s University); M.Ed. and M.A. in Psychological Counseling & Organizational Psychology (Columbia University); fluent in English, Spanish, Italian . The Board re-affirmed her independence under NYSE and SEC standards in March 2025 .

Past Roles

External Roles

Board Governance

• Board/Committee roles (HLIO): Chair, Compensation Committee; Member, Audit Committee; Member, Nominating Committee .
• Independence: Determined independent by the Board in March 2025 (NYSE and SEC heightened standards) .
• Attendance/engagement: In 2024, the Board held 4 regular and 12 special meetings; all independent directors attended each Board meeting and each director attended all committee meetings of their membership. All directors attended last year’s annual meeting .
• Audit Committee: Each member financially literate; Committee held 8 meetings in 2024; Mr. Britt designated audit committee financial expert (Sacchi is a member) .
• Committee cadence: Compensation Committee (4 meetings in 2024), Nominating Committee (4), ESG Committee (4) .
• Board structure: Independent, non-executive Chair; independent directors meet in regular executive sessions .

Fixed Compensation (Director Fees)

Performance Compensation (Equity for Directors)

• Structure: Quarterly RSU grants; director equity vests one year from grant; additional quarterly RSUs for committee chairs; no options or performance-conditioned director equity disclosed .
• 2024 grant cadence (HLIO directors): March 7, June 7, October 4, and December 5, 2024 .
• Sacchi (as Compensation Chair) had ~+$5,000 incremental RSU value per quarter on top of standard director equity (total ≈$43,750 per quarter) .

Note: HLIO’s non-employee director compensation policy pays equity quarterly; there are no per-meeting fees beyond the retainer; equity for committee chairs is also in RSUs .

Other Directorships & Interlocks

• Other public company directorships: None disclosed for Ms. Sacchi .
• Compensation committee interlocks: The proxy states no executive officers serve on a board or compensation committee of another entity that has executive officers serving on HLIO’s Board or Compensation Committee .

Expertise & Qualifications

• Functional expertise: Global HR leadership; compensation design and governance; CEO/leadership advisory; M&A integration; transformation programs .
• Education: B.A. Psychology (Texas Woman’s University); M.Ed. and M.A., Columbia University .
• Board-relevant qualifications: Compensation governance and human capital oversight underpin her Compensation Committee chair role; member of Audit and Nominating reflects committee breadth; Audit Committee members are financially literate (Board designation) .

Equity Ownership

Governance Assessment

• Strengths

  • Independence and engagement: Independent status re-affirmed in 2025; 100% attendance at Board and committee meetings; active committee leader (Compensation Chair; Audit and Nominating member) .
  • Human capital and pay expertise aligned to role: Deep HR/compensation background supports leadership of compensation program through a sensitive CEO transition and investor feedback cycle .
  • Responsiveness to investors: Following a 63% say-on-pay in 2024, the Compensation Committee (which Sacchi chairs) engaged top holders and added a relative TSR component to LTI for 2025, alongside STI/LTI metric rebalancing—improving alignment with shareholder returns .
  • Risk controls and policies: Prohibitions on hedging/pledging; enhanced clawback adopted in 2023 per SEC/NYSE rules .

• Watch items / potential investor sensitivity

  • Say-on-pay: 63% support in 2024 is below typical S&P norms (though not a failure); remediation actions implemented for 2025 warrant monitoring of 2025 vote outcomes and program effectiveness .
  • Ownership alignment: Reported beneficial ownership is modest (<1% individually), typical for mid-cap directors but investors may look for continued build toward guidelines; policy requires 2x annual award share equivalents for directors .

• Conflicts/related-party: Board’s 2025 independence review found no reportable transactions/relationships for directors; related-party oversight sits with Audit; none flagged for Ms. Sacchi .

Director Compensation (2024) – Itemized

Policy details:

• Quarterly director RSU: Target value $38,750; Compensation Chair additional RSU $5,000 per quarter; RSUs vest after one year; grants on Mar 7, Jun 7, Oct 4, Dec 5, 2024 .
• Quarterly cash retainer: $22,187.50 (annualized $88,750) .

Compensation Committee Analysis (context for Sacchi’s chair role)

• Committee members: Sacchi (Chair), Cariappa (Cary) Chenanda, Alexander Schuetz .
• Use of independent consultant: Mercer engaged for compensation review and peer group; informed 2025 plan changes and addition of relative TSR .
• Interlocks: None disclosed .

Other Directorships & Interlocks

RED FLAGS and Risk Indicators

• Say-on-pay support at 63% in 2024—below comfortable thresholds—prompted program changes; monitor 2025 vote and execution .
• No hedging/pledging allowed under policy; confirm ongoing adherence in future filings and Form 4s; Company reported director Section 16 compliance in 2024 .

Appendix: Board & Committee Activity (2024)