John Norris III
LENNOX INTERNATIONALAbout John W. Norris, III
Independent Class I director of Lennox International (LII) since 2001; age 67. Serves on the Board Governance Committee and the Compensation & Human Resources Committee; the Board has determined he is independent under NYSE standards. Background includes founding and leading climate-focused philanthropic collaboratives, operating experience as co-founder/president of an outdoor products company, and prior roles in finance; education: B.B.A. (Finance/Economics, TCU) and MBA (Organizational Behavior/Strategy, University of Michigan). Notably, he is a significant beneficial owner of LII (9.20% of shares outstanding), aligning interests with shareholders.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Environmental Funders Network; Climate Change Funders Forum | Founding Chairman (philanthropic collaboratives focused on climate adaptation/mitigation in Maine) | 2005–present | Strategy alignment and climate-risk focus |
| Maine Network Partners | Co‑founder | 2007–2021 | Supported grassroots non‑profits in collaborative solutions |
| Northern Forest Center | Program Officer – Rural Tourism Development | 2006–2007 | Community/economic development |
| The Nature Conservancy, Maine Chapter | Associate Director of Philanthropy | 2001–2005 | Fundraising and conservation initiatives |
| Borealis, Inc. (outdoor products) | Co‑Founder and President | 1988–2000 | Built operating and leadership experience |
| Peace Corps (Jamaica) | Small business development | 1985–1987 | International development experience |
| Lennox Industries Inc. | Graduate School Intern | 1983 | Exposure to HVAC industry |
| Fort Worth National Bank | Senior Credit Analyst | 1980–1982 | Credit/financial analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camp Chippewa for Boys | Director; Chair | Director 2019–present; Chair 2020–present | Board leadership |
| The Nature Conservancy, Maine Chapter | Trustee; Chair | Trustee 2008–2018; Chair 2016–2018 | Governance of conservation org |
| Northern Forest Canoe Trail | Director | 2013–2016 | Non‑profit board service |
| Maine Philanthropy Center | Director | 2005–2011 | Non‑profit network leadership |
| Maine Wilderness Guides Organization | Director | 2005–2011 | Outdoor industry community |
| Cape Elizabeth Education Foundation | Director | 2006–2009 | Education non‑profit |
| Center for Cultural Exchange | Director | 2004–2005 | Cultural non‑profit |
Board Governance
- Committee assignments: Board Governance Committee (member); Compensation & Human Resources Committee (member). Chairs are Karen H. Quintos (Board Governance) and Shane D. Wall (Compensation & HR); both committees are fully independent. Meetings held in 2024: BGC 10; CHRC 5.
- Independence and structure: Board is 88% independent; key committees (Audit, Compensation, Governance) are 100% independent; independent board chair (Todd J. Teske). Anti‑hedging/pledging policies in place; no poison pill.
- Attendance and engagement: Board met 14 times in 2024; all directors attended more than 75% of Board and committee meetings on which they served. Independent directors meet regularly in executive session.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $105,000 | Paid quarterly; Norris elected cash; no chair fees (not a chair). |
| Committee Chair/Board Leadership Fees | $0 | Chair fees apply only to designated chairs (Board $150,000; Audit $25,000; Comp $20,000; Gov $20,000). Not applicable to Norris. |
| Other Cash/Meeting Fees | $0 | No per‑meeting fees disclosed. |
Performance Compensation (Director Equity)
| Grant/Instrument | Grant Date | Shares/Units | Grant Date Fair Value per Share | Total Fair Value | Vesting/Terms |
|---|---|---|---|---|---|
| Annual Director Equity (Common Stock) | May 16, 2024 | 305 | $491.16 | $149,804 | Common stock (outright) under 2019 plan. |
| Outstanding RSUs (as of Dec 31, 2024) | — | 567 | — | — | RSUs generally vest on 3rd anniversary of grant. |
Directors receive equity as common stock; outstanding RSUs from prior grants vest time‑based (no performance metrics). Stock ownership guideline: 5x retainer within 5 years; all directors elected prior to 2024 (including Norris) were in compliance as of 12/31/2024.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other current public company boards listed for Norris. |
| Compensation Committee Interlocks | — | — | Company discloses no interlocks/insider participation for CHRC; none of LII’s executives served on another company’s board/comp committee with reciprocal relationships. |
Expertise & Qualifications
- Climate and sustainability expertise (founding chair of climate collaboratives; completed Economist course on Climate Change and Business in 2022).
- Strategic planning/organizational development from founding both non‑profit and for‑profit entities; finance background (BBA, credit analyst).
Equity Ownership
| Holder | Total Beneficially Owned | % of Class | Breakout/Notes |
|---|---|---|---|
| John W. Norris, III | 3,261,829 | 9.20% | Includes holdings via multiple trusts where he is trustee/co‑trustee; spouse; Norris Living Trust; Norris Marital Trusts; 2,545,105 shares held by Norris Family Limited Partnership (he is President of general partner JW Norris, Inc.); 93,700 shares held by Cabin Foundation (he is President); and 530 shares in a child’s trust. |
| Shares acquirable within 60 days | — | — | None shown for Norris (table column blank for him); vested SARs counted only where applicable; directors RSUs not included if >60 days from vest. |
| Shares pledged | — | — | Company policy prohibits hedging/pledging; no pledging disclosed for Norris. |
Insider Trading and Section 16
- Section 16 compliance: Company reports late filings for Mr. Norris relating to seven small automatic dividend reinvestment transactions in 2021–2022 (each less than ten shares) for a trust he disclaims, and late filings related to trustee/general partner appointments and a trust distribution following his father’s death.
Potential Conflicts and Related Parties
- Related‑party transactions: Governance highlights state “No Material Related‑Party Transactions.” The Board affirmed Norris’s independence despite his significant ownership and roles at entities holding LII shares.
- Anti‑hedging/pledging: Prohibited under policy, reducing misalignment/hedging risk.
Say‑on‑Pay and Investor Feedback (Context)
- 2024 say‑on‑pay support ~97%, indicating strong shareholder support for compensation practices overseen by the CHRC (of which Norris is a member).
Governance Assessment
- Strengths
- Independent, long‑tenured director with deep sustainability expertise; active on two core independent committees (Governance; Compensation & HR).
- High ownership alignment: 9.20% beneficial stake; director ownership guidelines met; anti‑hedging/pledging policy.
- Board quality signals: independent chair; 100% independent key committees; robust meeting cadence and >75% attendance for all directors.
- Director pay balanced with equity (approx. $105k cash/$150k stock); no meeting fees; market‑based structure.
- Watch items / RED FLAGS
- Administrative compliance: disclosed late Section 16 filings (small DRIP transactions and role changes); low severity but notable.
- Potential influence: very large family‑related holdings via trusts/partnership (Norris Family LP) could create perceived control dynamics; Board nevertheless determined independence and disclosed no material related‑party transactions.
- Tenure: >20 years may raise entrenchment considerations for some investors; Board mitigates via refreshment (new directors added) and annual self‑evaluations.
Overall: Norris brings distinctive climate risk and organizational leadership expertise with substantial skin‑in‑the‑game. From an investor confidence perspective, his large beneficial stake is alignment‑positive but warrants ongoing monitoring for governance optics and related‑party neutrality; current disclosures support independence and absence of material related‑party dealings.