Joseph McClanathan
LEGGETT & PLATTAbout Joseph W. McClanathan
Independent director at Leggett & Platt since 2005 (approx. 20 years of service); age 72. Retired President & CEO of Energizer Holdings’ Household Products Division; prior roles include President & CEO of Energizer Battery Division, President—North America, and VP—North America. BS in Management from Arizona State University. Currently serves on the board of Brunswick Corporation. He is independent under NYSE standards and serves as Chair of the Nominating, Governance & Sustainability (NGS) Committee and member of the Human Resources & Compensation (HRC) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energizer Holdings, Inc. | President & CEO, Household Products Division | 2007–2012 | Led global consumer products business; manufacturing, marketing, international growth |
| Energizer Holdings, Inc. | President & CEO, Energizer Battery Division | 2004–2007 | P&L leadership, category management |
| Energizer Holdings, Inc. | President—North America | 2002–2004 | Regional leadership |
| Energizer Holdings, Inc. | Vice President—North America | 2000–2002 | Commercial leadership |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Brunswick Corporation | Director | Current | Public company board |
| Retail Industry Leaders Association | Director | Former | Industry association directorship |
Board Governance
- Committee assignments: NGS Committee Chair; HRC Committee member. 2024 meetings: NGS (5), HRC (5) .
- Independence: Board determined all 2024 directors/nominees independent except the CEO and former CEO (McClanathan is independent) .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of Board/committee meetings and attended the 2024 virtual Annual Meeting .
- Executive sessions: Independent directors held executive sessions at each quarterly Board meeting in 2024 .
- NGS remit: Governance principles, director nominations, committee composition, sustainability oversight, political/charitable contributions, director independence, related-person transactions .
- HRC remit: CEO/executive and director compensation, incentive/equity plans, succession planning, leadership development; uses an independent consultant (Meridian), with annual independence review and no conflicts .
- Investor sentiment: Say-on-Pay support 94% in 2024; >90% support historically since 2011 .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard non-management director cash retainer |
| NGS Committee Chair Retainer | $15,000 | Chair fee |
| HRC Committee Member Retainer | $8,000 | Membership fee |
| Cash Fees Earned (Actual) | $123,000 | Matches $100k + $15k + $8k; fully deferred into stock units |
Director fee schedule (for context): Audit Chair $25k; Audit Member $10k; HRC Chair $20k; HRC Member $8k; NGS Chair $15k; NGS Member $7k .
Performance Compensation (Director)
| Component (2024) | Amount | Key Terms |
|---|---|---|
| Equity Retainer (Restricted Stock/RSUs) | $160,000 | Vests the day before the next Annual Meeting; directors may elect RSUs and defer share delivery 2–10 years; RSU dividend equivalents accrue at a 20% discount and are paid only if awards vest |
| Non-Qualified Deferred Compensation Earnings | $5,815 | Reflects 20% discount on stock unit dividends under director deferral programs |
| All Other Compensation (detail) | $58,294 | Dividends/dividend equivalents on annual awards: $27,544; plus 20% discount and above‑market interest on stock units: $30,750 |
| Total 2024 Director Compensation | $347,109 | Cash $123,000; Stock Awards $160,000; NQDC earnings $5,815; All Other $58,294 |
- Performance metrics for director pay: None disclosed; director equity is time-based (not performance-based) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Brunswick Corporation | Director | Not disclosed | No related-party transactions disclosed with Leggett & Platt |
| Retail Industry Leaders Association | Director (former) | Not disclosed | N/A |
No related-party transactions involving McClanathan were disclosed; the only related-person item noted in 2024 involved a relative of the CFO (not related to McClanathan) .
Expertise & Qualifications
- Operating leadership of global consumer products businesses (Energizer) with deep manufacturing/operations, marketing, and international capabilities .
- Board skills matrix indicates experience in financial/accounting, global business, R&D/innovation/tech, manufacturing/operations, governance/sustainability, strategic planning, and HR/compensation .
- Education: BS in Management, Arizona State University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common Stock Owned | 54,170 | Direct common shares |
| Stock Units (ESU/Deferred/RSUs) | 36,619 | Includes deferred stock units and RSUs |
| Options Exercisable within 60 Days | 0 | No director options exercisable within 60 days |
| Total Beneficial Ownership | 90,789 | Sum of above |
| Ownership as % of Shares Outstanding | <0.1% | Below disclosure threshold; percent not shown |
| Unvested RSUs (as of 12/31/24) | 8,225 | Scheduled to vest May 6, 2025 |
| Director Ownership Guidelines | 5× annual cash retainer | Must be met within 5 years; as of March 5, 2025, McClanathan not listed among exceptions; implies compliance |
| Hedging/Pledging | Prohibited | Hedging prohibited for directors/officers/employees; pledging prohibited for directors and Section 16 officers |
Governance Assessment
- Strengths: Independent director with significant operating experience; long-tenured committee leader (NGS Chair) and HRC member; strong attendance; high Say‑on‑Pay support; director pay mix balanced with meaningful equity; compliance with director ownership guidelines; robust restrictions on hedging/pledging and clawback frameworks in place .
- Potential watch items: Long tenure (since 2005) may raise refreshment considerations in some frameworks; company notes recent refreshment efforts but McClanathan is among longest‑serving independent directors . Equity plan overhang stood at 2.9% as of March 7, 2025; proposed plan increase would raise overhang to 7.71%, which investors may monitor for dilution, though this is company-wide rather than director-specific .
- Conflicts/Related party: None disclosed for McClanathan; transactions screening governed by policy under NGS oversight .
Bottom line: McClanathan’s profile signals governance stability—independence, committee leadership, full engagement, and ownership alignment—without disclosed conflicts. His deep operating background supports board effectiveness on strategy and talent, while long tenure should be balanced against ongoing refreshment efforts .