Laura Dempsey Brown
About Laura Dempsey Brown
Independent director and current Chair of the Board at Helios Technologies (HLIO). Age 61; director since April 2020; elected Chair in March 2025 after serving as Audit Committee Chair (2020–2023) and ESG Committee Chair (2023–2025), reflecting deep finance, governance, and investor relations expertise from senior roles at W.W. Grainger (CPA, Indiana University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.W. Grainger, Inc. (NYSE: GWW) | Senior Vice President, Communications & Investor Relations; prior VP Marketing; VP Finance for field sales/operations/marketing/e-business | Retired 2018 after 19 years | Led multi-year market expansion initiative; crisis management and corporate governance experience |
| Alliant Foodservice | Vice President | Not disclosed | Finance/operations experience |
| Baxter | Vice President, Dietary Products; earlier finance roles | Not disclosed | Distribution/manufacturing finance leadership; CPA credential established in 1985 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Chicago Network | Member | Not disclosed | Senior women’s leadership network |
| International Women’s Forum | Member | Not disclosed | Global leadership group |
| Make-A-Wish Illinois | Director; Board Chair (2 years) | Six years | Non-profit governance and chair experience |
| Dean’s Council, Kelley School of Business (Indiana University) | Member | Not disclosed | Academic advisory role |
Board Governance
- Current roles: Chair of the Board; Audit Committee member; ESG Committee member; nonvoting ex officio to committees as Chair .
- Independence: Board determined in March 2025 that Brown is independent under NYSE and SEC rules .
- Attendance: Board held 4 regular and 12 special meetings in 2024; all independent directors, including Brown, attended all Board and relevant committee meetings . Audit Committee met 8 times; ESG met 4 times .
- Executive sessions: Independent directors meet in regular executive sessions of the Board .
- Succession leadership: Appointed Board Chair March 2025; served on CEO search committee during 2024 transition; Board added third‑party evaluation to its program in 2025 .
Fixed Compensation
| Component | Structure | Amounts | Vesting |
|---|---|---|---|
| Quarterly cash retainer | Paid after each regular quarterly meeting | $22,187.50 per quarter ($88,750/year) | N/A |
| Quarterly director RSUs | Target value per quarter | $38,750 per quarter ($155,000/year) | Vest one year from grant; quarterly grants on Mar 7, Jun 7, Oct 4, Dec 5, 2024 |
| Committee chair RSUs (per quarter) | Audit $5,000; Compensation $5,000; ESG $2,500; Nominating $2,500 | Annualized: Audit $20,000; Compensation $20,000; ESG $10,000; Nominating $10,000 | Vest one year from grant |
| Board Chair RSUs (per quarter) | Additional for non‑employee Chair | $26,500 per quarter ($106,000/year) | Vest one year from grant |
2024 director compensation (actual):
| Director | Cash ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Laura Dempsey Brown | 88,750 | 168,886 | — | 257,636 |
| Notes | RSUs granted quarterly; one-time RSU award ($5,000 target) on Dec 5, 2024 for CEO transition work |
Ownership guidelines: Non-management directors must own and hold shares equal to 2x the number of shares awarded annually as directors’ fees .
Performance Compensation
Directors’ equity grants are RSUs without performance metrics. Board oversight of executive pay uses defined STI/LTI metrics; 2024 corporate STI payout was 79% of target; segment payouts varied.
Corporate STI metrics and outcomes (2024):
| Measure (Weight) | Threshold | Target | Maximum | Result | Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin (40%) | 18.8% | 19.2% | 21.0% | 19.2% | 100% |
| Revenue Growth (30%) | 1.0% | 5.0% | 10.0% | -3.6% | 0% |
| Adjusted Free Cash Flow Margin (20%) | 8.5% | 10.5% | 14.0% | 11.8% | 143% |
| Personal Goals (10%) | — | — | — | — | 100% |
| Overall payout | — | — | — | — | 79% |
2022–2024 performance RSU results (vesting at FY2024):
| Executive/Segment | Metric (Weight) | Threshold | Target | Maximum | Result | Payout % |
|---|---|---|---|---|---|---|
| Corporate (Marc Greenberg) | Adj. EBITDA Margin (50%) | 23.0% | 24.3% | 26.0% | 20.8% | 0% |
| Adjusted EPS (50%) | $9.00 | $11.67 | $15.87 | $8.53 | 0% | |
| Hydraulics (Matteo Arduini) | Segment Adj. EBITDA Margin (50%) | 27.9% | 28.9% | 30.1% | 26.1% | 0% |
| Segment Adjusted EPS (50%) | $8.14 | $9.47 | $11.64 | $8.96 | 61% | |
| Electronics (Lee Wichlacz) | Segment Adj. EBITDA Margin (50%) | 24.6% | 25.3% | 26.1% | 19.1% | 0% |
| Segment Adjusted EPS (50%) | $4.68 | $5.68 | $7.18 | $3.98 | 0% |
2025 program update: STI metrics rebalanced to 30% each for Revenue Growth, Adjusted EBITDA, Adjusted FCF, plus 10% Personal Goals; LTI split into 50% time-based RSUs and 50% performance-based stock options with Revenue and Adjusted EPS goals and a ±25% rTSR modifier vs Russell 2000 over 2025–2027 .
Other Directorships & Interlocks
| Company | Role | Public Company? | Potential Interlocks |
|---|---|---|---|
| Helios Technologies (HLIO) | Chair; Director | Yes | Oversee CEO transition; ESG and Audit oversight |
| — | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- CPA; Bachelor’s in Accounting, Indiana University; extensive finance and investor relations leadership (Grainger SVP IR/Comms; VP Finance) .
- Strategy, M&A, governance, crisis management experience; board evaluation and ESG oversight .
- Committee leadership history: Audit Chair (2020–2023); ESG Chair (2023–2025); selected Board Chair in 2025 .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Laura Dempsey Brown) | 14,305 shares | Includes RSUs vesting within 60 days of record date where applicable |
| Unvested director RSUs as of 12/28/2024 | 3,549 units | Quarterly director grants vest one year from grant |
| Shares outstanding (record date 4/9/2025) | 33,331,814 | One vote per share |
| Ownership as % of shares outstanding | ~0.043% (14,305 / 33,331,814) | Computed from disclosed figures |
| Hedging/pledging policy | Prohibited for directors and executives | Insider Trading Policy prohibits hedging/pledging |
Governance Assessment
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Strengths
- Proven finance/governance operator with IR and crisis management background; CPA credential enhances audit oversight quality .
- Independent Chair structure with robust committee participation; strong attendance; quarterly risk oversight via ESG Committee .
- Director pay emphasizes equity, aligning with shareholders; clear ownership guidelines and anti-hedging/pledging policy; clawback policy in place .
- Active shareholder engagement post 2024’s 63% say‑on‑pay outcome; added TSR metric and third‑party board evaluation tool in 2025 .
-
Watch items / RED FLAGS
- 2024 say‑on‑pay support at ~63% indicates investor dissatisfaction with executive pay design; board is adjusting but scrutiny likely persists .
- CEO also serving as CFO in 2025 pending backfill—potential governance and risk concentration concern; mitigated by committee oversight and search process .
- Prior CEO termination for cause (July 2024) underscores past culture/compliance issues; Board response (interim Executive Chair, investigation, succession) appropriate, but ongoing oversight needed .
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Conflicts/Related parties
- No reportable related-party transactions for directors in 2024; independence affirmed under NYSE/SEC rules .
-
Director Compensation Mix and Alignment
- 2024 mix skewed to equity (RSUs vest after one year; quarterly grants), plus modest cash retainer; additional equity for committee and board chair roles strengthens long-term alignment .
- Quarterly grant cadence and one-year vesting provide regular ownership build, though short vesting may be viewed as less performance-sensitive vs PSU constructs used for executives .
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Committee Composition (current)
- Audit: Doug Britt (Chair), Laura Dempsey Brown, Diana Sacchi; all independent; Britt designated financial expert; 8 meetings in 2024 .
- Compensation: Diana Sacchi (Chair), Cary Chenanda, Alexander Schuetz; independent; 4 meetings in 2024; uses Mercer as independent consultant .
- ESG: Cary Chenanda (Chair), Laura Dempsey Brown, Alexander Schuetz; risk oversight; 4 meetings in 2024 .
- Nominating: Alexander Schuetz (Chair), Doug Britt, Diana Sacchi; 4 meetings in 2024 .
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Signals affecting investor confidence
- Proactive governance refresh (new Chair; third‑party board assessments; enhanced pay metrics incl. TSR) and strong attendance support board effectiveness .
- Equity‑centric director pay and ownership guidelines, plus hedging/pledging prohibitions, indicate alignment .