Karen Quintos
LENNOX INTERNATIONALAbout Karen H. Quintos
Independent Class I director at Lennox International (LII); age 61; director since 2014. She chairs the Board Governance Committee and serves on the Executive Committee. Former EVP and Chief Customer Officer at Dell Technologies with responsibility for ESG and Diversity, and prior senior roles in marketing, services, support, and supply chain; earlier leadership at Citigroup and Merck. Education: B.S. in Supply Chain Management (Penn State) and M.B.A. in Marketing/International Business (NYU) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies | EVP & Chief Customer Officer (responsible for ESG & Diversity); SVP & CMO; VP Public Sector/NA Commercial; prior executive roles in services, support, supply chain | 2000–2020 | Oversaw ESG/Diversity; marketing, branding, operations and supply chain leadership |
| Citigroup North America | Vice President, Operations & Technology | 1997–2000 | Technology/operations leadership |
| Merck & Co. | Director of Packaging; Director of Global Supply Chain Management | 1993–1997 | Global supply chain leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | Director | Current | Public company directorship |
| Pennsylvania State University | Board of Trustees; Chair of Board of Visitors, Smeal College of Business | Current | University governance; alumni leadership |
| National Center for Missing and Exploited Children | Director | Current | Non-profit board service |
| TGEN (Translational Genomics Research Institute) | Director | Current | Non-profit board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; LII’s key committees (Audit, Compensation & HR, Governance) are 100% independent. Board is 88% independent (7 of 8 continuing directors) . |
| Committees | Chair, Board Governance Committee; Member, Executive Committee . |
| Committee scope | Governance Committee oversees board composition, director nominations, committee appointments, governance guidelines/code, and board/committee evaluations; conducts individual peer reviews for re-nominations . |
| Meeting cadence | Board met 14 times in 2024; Governance Committee met 10 times; all directors attended >75% of Board/committee meetings; all directors attended the 2024 Annual Meeting . |
| Leadership structure | Independent Chair (Teske) presides over meetings and executive sessions of independent directors . |
| Executive sessions | Regular executive sessions of independent directors; chaired by the independent Chair . |
| Anti-hedging/pledging | Company prohibits hedging and pledging of LII stock . |
| Overboarding policy | Directors not permitted to serve on more than four other public company boards . |
Fixed Compensation (Non‑Employee Director, 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $105,000 | Paid quarterly; option to elect equity in lieu of cash . |
| Committee chair fee (Governance Chair) | $20,000 | Chair retainers list: Audit $25k; Comp $20k; Governance $20k . |
| Fees earned (cash) – Quintos | $125,000 | Reported cash fees for 2024 . |
| Annual equity grant | $149,804 | Common stock (not RSUs) granted on May 16, 2024; 305 shares at $491.16 per share . |
| Total 2024 director compensation – Quintos | $274,804 | Sum of cash and equity . |
| Stock ownership guideline | 5x annual retainer within 5 years; all directors elected before 2024 (incl. Quintos) in compliance as of 12/31/24 . |
Performance Compensation (Directors)
| Element | Structure | Metrics/Vesting |
|---|---|---|
| Annual equity grant (2024) | Common stock (100%) under 2019 Equity & Incentive Compensation Plan | Not performance-conditioned; directors received ~$150,000 in common stock on the Annual Meeting date . |
| Outstanding RSUs (legacy) | 567 RSUs outstanding as of 12/31/24 (Quintos) | RSUs generally vest on the third anniversary of grant . |
Note: LII’s performance-conditioned awards (PSUs/SARs) apply to executives, not to non-employee directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | Cummins Inc. (director) . |
| Interlocks | Compensation Committee interlocks: none reported for 2024 . |
| Related‑party transactions | No transactions with related persons requiring disclosure in 2024 . |
| Potential commercial ties | None disclosed between LII and Cummins; LII policy requires Audit Committee approval of any related-party transactions . |
| Overboarding | Policy prohibits >4 other public boards; Quintos holds 1 other public board (within limits) . |
Expertise & Qualifications
- Executive leadership across customer experience, ESG/Diversity, marketing/branding, operations, and supply chain; strategic planning/oversight and ERM experience .
- Board Governance Committee chair—active in board refreshment, evaluations, and governance policy oversight .
- Academic governance roles (PSU Trustee; Chair, Smeal Board of Visitors) reinforce stakeholder and talent perspectives .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Common shares owned | 7,520 | Beneficial ownership as of March 15, 2025 . |
| RSUs outstanding | 567 | As of 12/31/24; RSUs generally vest in 3 years . |
| Ownership as % of outstanding | ~0.021% | 7,520 shares / 35,468,304 shares outstanding as of 3/15/25 . |
| Stock ownership guideline | 5x annual retainer; status: in compliance (elected before 2024) . | |
| Hedging/pledging | Prohibited by company policy . |
Governance Assessment
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Strengths
- Independent director with deep customer/ESG, marketing, and supply chain credentials; chairs Governance and serves on Executive Committee, signaling centrality to board refreshment and governance process .
- Strong engagement: Board met 14 times; Governance Committee met 10 times; all directors exceeded 75% attendance; all attended 2024 Annual Meeting .
- Alignment: Director ownership guideline (5x retainer) met for directors elected before 2024; anti-hedging/pledging policy enhances alignment .
- Clean governance signals: No related-party transactions; no compensation committee interlocks; 97% Say‑on‑Pay support in 2024 .
-
Watch items
- External public board (Cummins): No conflicts disclosed; continue monitoring for any business ties; LII’s related-party policy and independence determinations mitigate risk .
- Beneficial ownership is modest in absolute terms (7,520 shares), though guideline compliance is confirmed; continued equity holding supports alignment .
- Executive Committee membership concentrates decision readiness among a small group; however, the committee met 0 times in 2024, limiting practical risk .
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Contextual governance
- Key committees fully independent; independent Chair leads executive sessions; overboarding policy in place .