Monica Brown
LENNOX INTERNATIONALAbout Monica Brown
Executive Vice President, Chief Legal Officer and Secretary since January 1, 2025; age 52. Prior roles at Lennox include Deputy General Counsel (2023–2024), Assistant General Counsel for Securities (2021–2023), and Assistant General Counsel for Worldwide Refrigeration (2016–2021). Education: B.A. from Howard University and J.D. from the University of Texas School of Law . Company performance context for compensation alignment: FY2024 revenue up 7% (core +13% to ~$5.3B), net income up 37% to $807M, operating cash flow up 28% to $946M, free cash flow up 61% to $785M, and TSR of 37% (1-year), 95% (3-year), 166% (5-year) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lennox International Inc. | EVP, Chief Legal Officer & Secretary | 2025–present | Senior legal leadership; governance and executive officer responsibilities . |
| Lennox International Inc. | VP, Deputy General Counsel & Assistant Secretary | 2023–2024 | Supported corporate governance; prepared for CLO succession . |
| Lennox International Inc. | Assistant General Counsel, Securities & Assistant Secretary | 2021–2023 | Led securities law and disclosure functions . |
| Lennox International Inc. | Assistant General Counsel, Worldwide Refrigeration | 2016–2021 | Legal leadership for segment operations . |
| Prior Law Firm | Complex Commercial Litigation Attorney | ~13 years | Broad litigation experience cited in appointment release . |
External Roles
No public company directorships or external board roles disclosed for Monica Brown .
Fixed Compensation
Not disclosed. The 2024 Summary Compensation Table covers the CEO, CFO, and other NEOs; Monica Brown was appointed EVP CLO effective January 1, 2025 and is not listed among 2024 NEOs, so base salary and bonus details for her are not provided in the 2025 proxy .
Performance Compensation
Program design (company-wide, applied to NEOs; indicative of EVP structures):
| Component | Metric | Weight | Target Design | Payout Range |
|---|---|---|---|---|
| Short-Term Incentive (STI) | Core Net Income | 50% | Annual target set +6.4% vs FY2023 actual | 50%/100%/225% of target . |
| Short-Term Incentive (STI) | Free Cash Flow | 30% | Annual target set +7.5% vs FY2023 actual | 50%/100%/225% of target . |
| Short-Term Incentive (STI) | Core Revenue | 20% | Annual target set +5.6% vs FY2023 actual | 50%/100%/225% of target . |
| Long-Term Incentive (LTI) | PSUs – ROIC | 50% | 3-year weighted avg; threshold above WACC; target ~3× WACC | 50%/100%/200% of target . |
| Long-Term Incentive (LTI) | PSUs – Core Net Income CAGR | 50% | 3-year CAGR; target high single digit | 50%/100%/200% of target . |
| LTI Mix | PSUs / RSUs / SARs | 50% / 30% / 20% | Grants post-Q4 earnings; SAR strike = avg high/low on grant date | 3-year PSU/RSU vest; SARs 1/3 per year; 7-year expiry . |
Performance result for prior PSU cycle (December 2021 grant, vested Dec 31, 2024):
| Metric | Weight | Threshold | Target | Maximum | Actual | PSU Payout |
|---|---|---|---|---|---|---|
| ROIC (3-year weighted avg) | 50% | 20% | 30% | 40% | 48.4% | 200% |
| Core Net Income CAGR (3-year) | 50% | 6% | 12% | 20% | 20.1% | 200% |
Notes:
- RSUs generally vest at three years; dividends are not paid during vesting .
- SARs vest one-third annually over three years and expire seven years from grant; exercise price at grant-date avg high/low .
Equity Ownership & Alignment
- Stock ownership guidelines: 3× annual base salary for executive vice presidents; 6× for CEO; 5× retainer for directors . NEOs have a five-year window to meet guidelines and must retain net shares until compliant; company reports compliance for all 2024 NEOs except CFO newly subject in 2024 .
- Anti-hedging/pledging: Company Insider Trading Policy prohibits hedging and pledging of Company stock for all directors, NEOs, employees, and designees .
- Clawback: Company will recover excess incentive compensation paid to executive officers after a required financial restatement for the prior three completed fiscal years .
- Beneficial ownership: Directors and executive officers as a group beneficially own 3,456,427 shares (9.73% of outstanding); individual holdings for Monica Brown are not itemized in the proxy table .
Employment Terms
- Employment agreements: Company provides employment agreements to NEOs with automatic one-year renewals and post-employment covenants, including non-compete and non-solicit for 24 months .
- Severance (non-CIC): Upon involuntary termination not for cause, NEOs may elect normal or enhanced severance. Enhanced benefits vary by tenure and include base salary (1× if <3 years; 2× if ≥3 years), lump-sum STI equal to prior 12–24 months payouts, 10% of base salary in lieu of outplacement and perquisites, COBRA premiums for up to 18 months plus up to 6 additional months equivalent, and a death benefit of six months base salary if death occurs during severance period .
| Enhanced Severance Component | <3 Years Service | ≥3 Years Service |
|---|---|---|
| Base Salary | 1× base salary | 2× base salary |
| STI Lump-Sum | Prior 12 months STI paid | Prior 24 months STI paid |
| Outplacement (in lieu) | 10% of base salary | 10% of base salary |
| Perquisites (in lieu) | 10% of base salary | 10% of base salary |
| Health Coverage | COBRA up to 18 months + 6 months equivalent | Same |
| Death Benefit | 6 months base salary lump-sum | 6 months base salary lump-sum |
- Change-in-Control (CIC) Severance Plan: Adopted in 2022 with double-trigger equity vesting, elimination of excise tax gross-ups, and reduced cash severance for NEOs (other than CEO) from 3× to 2× base pay plus target bonus; reduced healthcare coverage for NEOs (other than CEO) to 24 months; equity accelerates only on double trigger . “Good reason” includes material diminution of authority/duties, pay reductions, >50-mile relocation, successor noncompliance, or failure to re-elect an NEO serving on the Board .
- Hedging/pledging prohibitions apply to all executives, limiting pledging-related alignment risks .
Investment Implications
- Compensation alignment: Program emphasizes pay-for-performance via STI (core net income, FCF, core revenue) and LTI (ROIC and core net income CAGR), with demonstrated maximum PSU payout on strong ROIC and earnings growth in 2022–2024; for 2024 Company STI factors reached ~217% of target on consolidated metrics, indicating strong linkage to results .
- Retention risk: RSUs three-year cliff and SARs three-year graded vesting support retention; EVP ownership guideline of 3× salary and anti-hedging/pledging policies reduce short-term selling incentives and align with long-term value creation .
- Governance quality: Double-trigger CIC, no excise tax gross-ups, robust clawback, and prohibited hedging/pledging are investor-friendly features; say-on-pay support was ~97% in 2024, signaling strong shareholder endorsement of the compensation framework .
- Data gaps: Monica Brown’s specific salary, bonus target, and current equity holdings are not disclosed in the 2025 proxy; monitor future filings (e.g., Form 4s and next proxy) for grant details and potential insider activity to refine trading signals .