Robert Brunner
LEGGETT & PLATTAbout Robert E. Brunner
Independent Lead Director of Leggett & Platt since 2023; director since 2009; age 67. Former Executive Vice President at Illinois Tool Works (ITW) (2006–2012) after leading ITW’s Global Auto (2005–2006) and North American Auto businesses (2003–2005). Education: B.S. in Finance (University of Illinois) and MBA (Baldwin-Wallace University). Currently independent Board Chair at Lindsay Corporation; previously director at NN, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Tool Works (ITW) | Executive Vice President | 2006–2012 | Senior leadership of diversified global industrials (operations, M&A, international) |
| ITW | President—Global Auto | 2005–2006 | Led global automotive strategy |
| ITW | President—North American Auto | 2003–2005 | Led North America automotive operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lindsay Corporation | Independent Board Chair | Current | Global manufacturer of irrigation and road safety products |
| NN, Inc. | Director | Prior | Diversified industrial components manufacturer |
Board Governance
- Independence: Brunner is an independent director; all 2024 directors except the CEO and former CEO were independent. He serves as Independent Lead Director (since 2023).
- Lead Director responsibilities: Liaison between independent directors and Chair; shareholder communications; co-setting agendas; presiding in Chair’s absence; calling executive sessions. Executive sessions of independent directors were held at each quarterly Board meeting in 2024.
- Committees: Human Resources & Compensation (member), Nominating, Governance & Sustainability (member). Chairs: HRC—Jai Shah; NGS—Joseph W. McClanathan.
- Meetings/attendance: Board met 7 times in 2024; Audit 4; HRC 5; NGS 5. All directors attended at least 75% of Board and relevant committee meetings and attended the 2024 Annual Meeting.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Director cash retainer | $100,000 | Standard non-management director cash retainer |
| HRC Committee member retainer | $8,000 | Member fee |
| NGS Committee member retainer | $7,000 | Member fee |
| Lead Director additional retainer (equity) | $30,000 | Paid in equity (restricted stock/RSUs) |
| Equity retainer (restricted stock/RSUs) | $160,000 | Annual director equity award |
| Fees earned or paid in cash (reported) | $115,000 | 2024 proxy disclosure for Brunner |
| Stock awards (grant date fair value) | $190,000 | $160,000 director equity + $30,000 Lead Director |
| Non-qualified deferred comp earnings | $15,549 | Includes 20% discount on dividend equivalents |
| All other compensation | $62,198 | Dividends/dividend equivalents and plan discounts per footnote |
| Total 2024 director compensation | $382,747 | Sum of components reported |
- Deferral programs: Directors may defer cash retainer into (i) stock units at 20% discount, (ii) interest-bearing cash, and, until 2024, at-market stock options (option alternative removed in 2025). Equity retainer can be taken as restricted stock or RSUs; RSUs allow deferral for 2–10 years with dividend equivalents accrued at a 20% discount and paid only upon vesting. Both restricted stock and RSUs vest the day prior to the next Annual Meeting.
Performance Compensation
| Equity Award Feature (Directors) | Detail | Vesting/Metric |
|---|---|---|
| Annual equity instrument | Restricted stock or RSUs | Vest day before next Annual Meeting (time-based) |
| Lead Director incremental equity | $30,000 grant value | Added to annual equity retainer |
| 2024 grant value (Brunner) | $190,000 | Grant date fair value |
| Unvested RSUs at 12/31/2024 (Brunner) | 9,768 units | Vest scheduled for May 6, 2025 |
| Dividend equivalents on RSUs (if deferred) | Accrue at 20% discount; payable only if award vests | No performance metric; time-based vesting |
No director performance metrics are tied to annual director equity; awards are time-based (RSUs/restricted stock). PSUs and operational metrics apply to executives, not standard director pay.
Other Directorships & Interlocks
| Company | Relationship to LEG | Potential Interlock/Conflict |
|---|---|---|
| Lindsay Corporation (Board Chair) | Unrelated industry (irrigation/road safety) | No related-party transactions disclosed with LEG |
| NN, Inc. (prior director) | Unrelated diversified industrial components | No related-party transactions disclosed with LEG |
Expertise & Qualifications
- Global manufacturing/operations leadership across diversified industrials; insight on automotive strategy, business development, M&A, and international issues.
- Financial and accounting literacy; broad strategic planning and risk management experience per Board skills matrix.
- Formal education in finance and MBA; governance experience as independent board chair.
Equity Ownership
| Holder | Common Shares | Stock Units | Options Exercisable (60 days) | Total Beneficial Units | Notes |
|---|---|---|---|---|---|
| Robert E. Brunner | 24,004 | 85,241 | — | 109,245 | Beneficial ownership at 3/5/2025 |
| Unvested RSUs (12/31/2024) | — | 9,768 | — | — | Scheduled to vest 5/6/2025 |
- Ownership guidelines: Non-management directors must hold stock equal to 5× annual cash retainer within 5 years; as of March 5, 2025, all non-management directors were compliant except Messrs. Blinn, Padmanabhan, Shah and Ms. Campbell (shortfalls due to stock price decline), implying Brunner is compliant and subject to holding requirements.
- Hedging/pledging: Company policy prohibits hedging and pledging for directors and Section 16 officers.
Governance Assessment
- Board effectiveness: Brunner’s Lead Director role and active committee service (HRC, NGS) signal strong independent oversight, with robust responsibilities including shareholder liaison and agenda-setting; executive sessions held at each quarterly meeting in 2024 enhance board independence.
- Independence/attendance: Independent status; Board met 7 times; all directors met ≥75% attendance and attended the Annual Meeting—adequate engagement.
- Pay and alignment: Director pay mix favors equity ($190k grant vs $115k cash); time-based vesting and mandatory ownership guidelines support long-term alignment; deferrals into stock units at a discount increase “skin in the game.”
- Shareholder sentiment: Say-on-Pay continued to receive strong support (2024: 94%; 2025 vote results: 88,934,498 FOR vs 4,680,999 AGAINST), indicating investor confidence in compensation governance.
- Conflicts/related parties: No related-party transactions disclosed involving Brunner; only one related-person employment disclosure concerned a CFO relative; no director loans or pledging permitted.
RED FLAGS
- None disclosed specific to Brunner: no related-party transactions, no hedging/pledging, compliant with ownership guidelines, and satisfactory attendance. Continued monitoring warranted given LEG’s broader equity plan share authorization increases and dilution metrics, but these are company-level, not director-specific.