Todd Bluedorn
About Todd Bluedorn
Todd Bluedorn, 62, has served as an independent director of Samsara Inc. (IOT) since August 2023. He is the former CEO (2007–2022) and Chairman (2012–2022) of Lennox International, and previously led Otis Elevator — North & South America at United Technologies. He holds a B.S. in Electrical Engineering from the United States Military Academy at West Point and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lennox International | Chief Executive Officer | 2007–2022 | Led multi-decade transformation and served as Chairman 2012–2022 |
| Lennox International | Chairman of the Board | 2012–2022 | Board leadership during growth and portfolio evolution |
| Madison Industries | Vice Chair | 2022–2023 | Senior leadership at diversified industrials holding company |
| United Technologies (Otis Elevator – North & South America) | Senior Management Leader | Prior to Lennox CEO role | Led regional Otis Elevator operations within UTC |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Texas Instruments | Director | Current | Public semiconductor company; committee details not disclosed here |
| Eaton Corporation | Director | 2010–2020 | Diversified industrial; historical service concluded in 2020 |
Board Governance
- Committee assignments: Compensation Committee member (Chair: Sue Bostrom); Nominating & Corporate Governance Committee member (Chair: Ann Livermore) .
- Independence: Board determined Bluedorn is independent under NYSE standards; majority of the board is independent .
- Attendance: Board held 4 meetings in FY2025; each director attended at least 75% of aggregate board and committee meetings. Compensation committee held 5 meetings; Nominating & Corporate Governance held 3 .
- Lead Independent Director: Jonathan Chadwick serves as Lead Independent Director; Bluedorn is not LID .
- Overboarding policy: Directors limited to ≤4 additional public boards; audit members ≤2 other audit committees without board approval. Bluedorn’s current commitments appear within policy thresholds .
Fixed Compensation
| Item | FY2025 Amount |
|---|---|
| Fees Paid or Earned in Cash | $51,400 |
| Equity Awards (Grant-Date Fair Value) | $249,986 |
| Total Director Compensation | $301,386 |
- Outside Director Compensation Policy (updated July 2024): Annual cash retainers—Board $40,000; Lead Independent Director $20,000; Audit Chair $25,000 / members $10,000; Compensation Chair $20,000 / members $10,000; Nominating & Corporate Governance Chair $12,000 / members $6,000. Annual RSU grant $250,000; initial RSU for new directors $500,000. Maximum annual limit per non-employee director $750,000 (cash + equity), with travel expense reimbursement .
Performance Compensation
| Equity Detail | FY2025 Grants and Vesting |
|---|---|
| Annual RSU grant (7/10/2024) | 5,685 RSUs at $35.18 grant-date price; policy prior to true-up (then increased to $250k target) |
| True-up RSU grant (9/4/2024) | 1,293 RSUs at $38.66 grant-date price; aligns to updated $250k annual grant value |
| Vesting (annual awards) | Annual RSUs vest on earlier of first anniversary or day before next annual meeting, subject to service |
| Change-in-control treatment | All director equity awards fully vest upon a change in control unless otherwise specified |
Note: Samsara’s director equity is service-based RSUs; no performance-metric vesting applies to non-employee directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Texas Instruments (Director) |
| Prior public boards | Eaton Corporation (2010–2020) |
| Committee interlocks | None; no executive officer of Samsara served on boards/committees of entities with executives on Samsara’s compensation committee |
Expertise & Qualifications
- Industrial leadership and global operations; prior CEO/Chair roles and UTC/Otis leadership .
- Board skills matrix flags Bluedorn’s strengths in public company leadership, finance, corporate governance, risk management, technology/innovation, global operations, sales/marketing, and human capital management .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficially owned Class A shares | 10,311 (less than 1%) |
| Outstanding stock awards (RSUs), 2/1/2025 | 12,135 shares |
| Hedging/pledging | Company policy prohibits short sales, hedging, and pledging without CLO approval; applies to directors |
Governance Assessment
- Strengths: Independent status, active committee roles (Compensation; Nominating & Corporate Governance), and robust attendance support engagement and board effectiveness .
- Alignment: Compensation mix weighted to equity (RSUs) promotes long-term ownership; cash fees modest relative to policy levels .
- Potential risks/RED FLAGS: Single‑trigger full vesting of director equity at change‑in‑control can be viewed as investor‑unfriendly by some governance frameworks, though common for tech peers . No related‑party transactions or pledging identified for Bluedorn; compensation committee interlocks explicitly absent .
- External commitments: Current known board service sits within outlined overboarding limits, mitigating overextension concerns .
Overall signal: Bluedorn brings deep industrial operating experience and prior public board leadership, with independent standing and consistent committee participation. Compensation practices and equity structure align with market norms; the change‑in‑control acceleration is a watch item but not unusual in sector context .