Jai Shah

About Jai Shah

Independent director since 2019 (age 58), serving on the Audit Committee and as Chair of the Human Resources & Compensation (HRC) Committee. Shah is Group President at Masco Corporation, with prior leadership at Delta Faucet and Diversey; he is a CPA and Canadian CPA with an MBA from the University of Michigan and bachelor’s/master’s in accounting from the University of Waterloo. The Board deems him independent, and he qualifies as an SEC “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (member); HRC (Chair). Audit Committee met 4 times in 2024; HRC met 5 times; all directors attended at least 75% of Board and committee meetings, and all attended the 2024 Annual Meeting.
• Independence: Board determined all 2024-serving directors (other than the CEO and former CEO) were independent; Audit Committee members, including Shah, meet enhanced NYSE/SEC independence and are financially literate. Shah is designated an SEC “audit committee financial expert.”
• Executive sessions: Independent directors held executive sessions at each quarterly Board meeting in 2024.
• Lead independent director and structure: Robert E. Brunner serves as Lead Director; Board leadership structure includes combined Chairman/CEO with defined Lead Director responsibilities.

Fixed Compensation

Director retainer schedule (2024): Cash director retainer $100,000; Audit Chair $25,000 / member $10,000; HRC Chair $20,000 / member $8,000; NGS Chair $15,000 / member $7,000; equity retainer $160,000; Lead Director +$30,000; Board Chairman +$150,000. Directors may elect RS or RSUs; RS/RSUs vest prior to the next Annual Meeting.

Performance Compensation

Note: LEG has largely discontinued options generally; director equity awards are time-based RS/RSUs, not PSUs; no director-specific performance metrics disclosed for grants.

Other Directorships & Interlocks

Expertise & Qualifications

• CPA and Canadian CPA; MBA (University of Michigan); bachelor’s and master’s in accounting (University of Waterloo).
• Operational leadership across consumer/manufacturing brands; corporate strategic planning; talent management; e-business/market innovation.
• Audit Committee financial expert designation under SEC rules.

Equity Ownership

• Director stock ownership guidelines: Non-management directors must hold stock worth 5x annual cash retainer within five years; as of March 5, 2025, several directors, including Shah, were below the calculated level due to stock price decline but remain in compliance with retention requirements (must hold shares and net shares from vesting/exercise until threshold met).
• Hedging/pledging policy: Directors and Section 16 officers are prohibited from hedging and from pledging Company securities.

Governance Assessment

• Strengths:

  • Independent director; SEC-defined audit committee financial expert; chairs HRC with cross-functional HR/comp strategy background—aligned with committee remit.
  • Attendance and engagement: Board met 7 times; Audit 4; HRC 5; all directors met minimum attendance; independent directors held quarterly executive sessions.
  • Compensation oversight: HRC uses independent consultant (Meridian) and diversified benchmarks; pay philosophy emphasizes long-term equity and risk controls (ownership guidelines, payout caps, clawbacks).

• Watch items:

  • Ownership guideline shortfall (driven by stock price decline): Shah currently below the 5x retainer threshold; however, he complies with the hold-until-met requirement.
  • Deferral shift: 2023 deferral into stock units vs. 2024 deferral into interest-bearing cash may modestly reduce incremental equity accumulation; nonetheless, he maintains substantial stock units (52,186).

• Potential conflicts:

  • HRC peer group includes Masco, where Shah is a Group President; while not a related-party transaction, peer group inclusion of his employer can create perception risk in compensation benchmarking; mitigated by independence standards and use of an external consultant.

• RED FLAGS:

  • Related-party transactions: None disclosed involving Shah; Company’s related person policy active oversight; only disclosed relative compensation relates to CFO’s sister-in-law (not Shah).
  • Hedging/pledging: Prohibited; no pledging disclosed for Shah.
  • Attendance: Meets requirements; no low attendance issues disclosed.
  • Option repricing/tax gross-ups for directors: Not disclosed; director equity is RS/RSUs with annual vesting.
  • Say-on-Pay signals: 94% approval in 2024 supports compensation oversight under HRC chair’s tenure.

Additional Context—Say-on-Pay & Shareholder Feedback

• Say-on-Pay approval history: Over 90% historically; 94% support in 2024.

Compensation Committee Analysis

• Composition: HRC—Jai Shah (Chair), Angela Barbee, Mark A. Blinn, Robert E. Brunner, Manuel A. Fernandez, Joseph W. McClanathan; 5 meetings in 2024.
• Practices: Annual/mid-year reviews; benchmarking via peer group and national surveys; Meridian provides data; committee retains discretion and considers cash-to-equity and fixed-to-variable mix, stock ownership compliance, and scenario analyses.

Director Compensation Detail