Jon Vander Ark
LENNOX INTERNATIONALAbout Jon Vander Ark
Independent Class II Director at Lennox International Inc. (LII); age 49; joined the Board in 2024. President and CEO of Republic Services, Inc., where he is also a Director; prior 12 years at McKinsey & Company. Education: B.A. in Philosophy and Political Science (Calvin University); J.D., Harvard Law School. Committee memberships: Audit (financial expert) and Compensation & Human Resources; Board determined he is independent despite Republic Services’ ordinary-course vendor relationship with Lennox .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Services, Inc. | President & Director; CEO | President & Director (2019–present); CEO (2021–present) | Led strategic growth and sustainability initiatives; prior EVP roles across COO, Operations, CMO |
| McKinsey & Company | Consultant | 2000–2012 | Exposure to automotive, logistics, consumer durables; developed deep marketing and sales expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Republic Services, Inc. | Director | 2019–present | Public company board service concurrent with CEO role |
| Board of Chances for Children | Director | Not disclosed | Non-profit supporting children in Haiti |
Board Governance
- Independence: Board affirmed independence for all directors except CEO; specifically considered that Republic Services provides waste management services to Lennox in the ordinary course and determined no material relationship .
- Attendance: Board met 14 times in 2024; all directors attended more than 75% of Board and committee meetings; independent directors hold regular executive sessions .
- Committee assignments and structure:
- Audit Committee: Member; designated Audit Committee Financial Expert. Audit Committee held 9 meetings in 2024; all members independent and financially literate .
- Compensation & Human Resources Committee: Member; Committee held 5 meetings in 2024; uses independent consultant (Meridian); all members independent per NYSE compensation rules .
- Board leadership: Independent Chair (Todd J. Teske) .
Fixed Compensation
| Component | Program Detail (Directors) | Jon Vander Ark – 2024 Actual |
|---|---|---|
| Annual Cash Retainer | $105,000, payable quarterly; option to take a portion in common stock | $78,750 fees earned/paid in cash |
| Committee Chair Fees | Audit Chair $25,000; Comp & HR Chair $20,000; Governance Chair $20,000; Board Chair $150,000; Public Policy Chair $20,000 (committee dissolved Dec 2024) | Not a chair; $0 incremental chair fees |
| Perquisites | Eligible for employee rebate program; reimbursement of reasonable Board-related expenses | Not itemized separately for directors in table |
Performance Compensation
| Component | Program Detail (Directors) | Jon Vander Ark – 2024 Actual |
|---|---|---|
| Equity Grant (Annual) | ~$150,000 in common stock at annual meeting; non-employee directors receive 100% as common stock under 2019 Equity & Incentive Plan | $0 stock awards in 2024 (no grant recorded) |
| Grant Mechanics | 2024 grants: 305 shares per continuing director on May 16, 2024; grant-date fair value per share $491.16; total $149,804 | Not applicable (no award recorded in 2024) |
Note: Non-employee director equity grants are time-based common stock, not performance-conditioned; Lennox’s performance-conditioned PSUs apply to executives, not directors .
Other Directorships & Interlocks
| Company | Relationship to LII | Interlock/Conflict Consideration |
|---|---|---|
| Republic Services, Inc. | Ordinary-course waste management services provider to Lennox | Board reviewed and affirmed Vander Ark’s independence; no material related-party relationship; no Item 404(a) related party transactions in 2024 |
Expertise & Qualifications
- Financial/accounting, executive leadership, manufacturing/distribution, sustainability, ERM, human capital, marketing/sales, cybersecurity, innovation/technology, strategic planning/oversight, as mapped in Lennox’s skills matrix .
- Audit Committee Financial Expert designation .
- Legal training (J.D.), operational leadership of public company, and sustainability program experience .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 4 (held by Jonathan D. Vander Ark and Amy B. Vander Ark Joint Revocable Trust) |
| Ownership % of shares outstanding | <1% |
| Shares acquirable within 60 days | Not disclosed for Vander Ark; table lists SARs only for executives |
| Director stock ownership guideline | 5x annual retainer (cash) within 5 years of first election; must retain shares until requirement met |
| Compliance status (as of 12/31/2024) | New in 2024; not yet at 5x; has until 2029 to comply |
| Hedging/pledging | Prohibited by policy for directors and employees |
Governance Assessment
- Board effectiveness and engagement: Active participation evidenced by >75% attendance and regular executive sessions; leadership by independent Chair; all key committees composed entirely of independent directors .
- Committee contributions: Service on Audit (as a financial expert) enhances oversight of financial reporting, risk, and compliance; participation on Compensation & HR supports pay-for-performance alignment and succession planning; use of independent consultant (Meridian) reduces risk of advisor conflicts .
- Independence and conflicts:
- Ordinary-course vendor relationship via Republic Services flagged and reviewed; Board determined no material relationship and maintained independence .
- No related-party transactions requiring disclosure in 2024; no compensation committee interlocks reported .
- Ownership alignment:
- Low current beneficial ownership (4 shares) relative to guideline; offset by formal 5-year runway (to 2029) and anti-hedging/pledging policies .
- Director compensation signals:
- 2024 mix skewed to cash ($78,750) with no equity grant recorded, reducing immediate equity alignment in the first year; program baseline remains $150,000 annual stock grant for continuing directors .
Red flags and mitigants
- RED FLAG: Very low ownership vs. 5x retainer guideline; not yet in compliance due to 2024 election timing .
- RED FLAG (potential): Vendor relationship via Republic Services; mitigated by Board independence determination and absence of related-party transactions .
- Mitigants: Audit financial expert status; independent committee compositions; strong attendance; anti-hedging/pledging; independent comp consultant .