Phoebe Wood

About Phoebe A. Wood

Independent director of Leggett & Platt since 2005; age 71. Former Vice Chair & CFO of Brown‑Forman; earlier 24 years at Atlantic Richfield (ARCO). Currently principal at CompaniesWood (since 2008) and CEO of KirtleyWood LLC (board advisory, since Jan 2025). Education: Smith College (Psychology) and UCLA MBA. Recognized audit committee financial expert under SEC rules.

Past Roles

External Roles

Board Governance

• Independence: Independent director; meets enhanced NYSE/SEC standards; designated “audit committee financial expert.”
• Committees and chair roles:
  • Audit Committee: Chair; committee met 4 times in 2024.
  • Nominating, Governance & Sustainability (NGS): Member; committee met 5 times in 2024.
• Attendance and engagement:
  • The Board held 7 meetings in 2024; all directors attended at least 75% of their Board and committee meetings; all attended the 2024 Annual Meeting.
  • Independent directors held executive sessions each quarterly Board meeting.
• Years of service: Director since 2005 (20th year at 2025 meeting).
• Board capacity policy: Non‑employee directors capped at four public boards (including LEG); all 2025 nominees were compliant. Wood currently sits on three (LEG, Invesco, PPL).

Fixed Compensation

• 2024 non‑employee director program (unchanged in 2024): cash retainer $100,000; committee retainers—Audit Chair $25,000 (member $10,000), HRC Chair $20,000 (member $8,000), NGS Chair $15,000 (member $7,000); equity retainer in restricted stock/RSUs $160,000; Lead Director +$30,000; Chair of Board +$150,000.
• Director deferral features: cash retainer may be deferred into stock units at a 20% discount, (legacy) options through 2024, or interest‑bearing cash; equity retainer may be RSUs with 2–10 year deferral and discounted dividend equivalents; awards vest the day before the next annual meeting.
• 2024 compensation for Phoebe A. Wood:
  • Fees earned (cash): $132,000; Stock awards (grant‑date FV): $160,000; Non‑qualified deferred comp earnings: $4,160; All other comp (primarily dividend equivalents): $16,641; Total: $312,801.
  • Unvested as of Dec 31, 2024: 8,225 RSUs/restricted stock units scheduled to vest May 6, 2025.

Compensation structure observations:

• Retainers not increased in 2024; program reviewed annually.
• Company eliminated options as a deferral alternative beginning in 2025 (legacy options remain outstanding), reducing risk of option‑repricing optics.

Performance Compensation

• Directors do not receive performance‑based incentives; equity is time‑based and vests the day before the next annual meeting. No director‑level performance metrics disclosed.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial/accounting expertise; designated audit committee financial expert.
• Broad strategic, governance and risk oversight experience from large‑cap CFO tenure and public boards.
• Exposure to sustainability governance via NGS Committee responsibilities.

Equity Ownership

• Beneficial ownership (March 5, 2025):
  • Common stock: 46,459 shares; Stock units: 33,575; Options exercisable within 60 days: 0; Total: 80,034. Individual % not shown (<0.1%).
• Director stock ownership guideline: 5× annual cash retainer within 5 years; as of March 5, 2025, all non‑management directors complied except Blinn, Padmanabhan, Shah, and Campbell (shortfalls due to stock price decline); Wood not listed as an exception.
• Hedging/pledging: Prohibited for directors and Section 16 officers under insider trading policy.
• Unvested director equity: 8,225 RSUs expected to vest May 6, 2025.

Related‑Party/Conflicts Review

• Company policy requires NGS/HRC review of related person transactions over $120,000; full policy on website.
• 2024 disclosure identified one employee relative of CFO; no transactions involving Phoebe Wood disclosed.
• Audit Committee pre‑approves auditor services; no waivers of pre‑approval in 2024.

Say‑on‑Pay & Shareholder Sentiment (context for board oversight)

• Say‑on‑Pay support: 94% approval in 2024; Say‑on‑Pay held annually.

Governance Assessment

Strengths supporting investor confidence

• Seasoned financial expert leading the Audit Committee; explicit “audit committee financial expert” designation enhances oversight of controls, reporting integrity, and auditor independence.
• Strong engagement: Board (7 meetings), Audit (4), NGS (5) with ≥75% attendance by all directors; regular independent executive sessions each quarter.
• Ownership alignment: meaningful holdings and RSUs; director ownership guideline in place; hedging/pledging prohibited.
• No related‑party transactions involving Wood; no director tax gross‑ups under equity plan; robust clawback provisions (company‑wide).

Potential risk considerations

• Multi‑board service: Wood serves on two additional public boards but is within company limits (≤4) and was affirmed compliant; nonetheless, investors often monitor aggregate workload for Audit Chairs.
• Near‑term share‑price driven shortfalls affected some directors’ guideline calculations; Wood not identified among exceptions, but overall guideline adherence depends on future stock performance.

Overall: Wood’s long tenure, CFO background, and Audit Chair leadership with “financial expert” status suggest high board effectiveness in financial oversight, with low conflict risk and solid alignment mechanisms.