Shane Wall
LENNOX INTERNATIONALAbout Shane D. Wall
Independent Class I director at Lennox International since 2020; age 60 in the latest proxy. Former CTO and Global Head of HP Labs at HP Inc., bringing deep technology, cybersecurity, and innovation expertise to the board; B.S. in Computer Engineering from Oregon State University. Chairs the Compensation & Human Resources Committee and serves on the Executive Committee. Board is 88% independent; all key committees are fully independent; no directors attended fewer than 75% of meetings; anti-hedging/anti-pledging policies and no material related-party transactions disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. | Special Advisor to CEO | 2020–2023 | Senior counsel to CEO on tech/strategy |
| HP Inc. (HP Labs) | Chief Technology Officer and Global Head | 2015–2020 | Led global R&D; technology and cybersecurity leadership |
| Hewlett-Packard Company | CTO & SVP, Printing and Personal Systems | 2012–2015 | Senior technology and GM roles pre-HP Inc. split |
| Intel Corporation | Senior technology and general management roles | 1998–2012 | Multiple senior roles across businesses |
| PrintPaks (HP spin-out) | Co-Founder & CTO | 1995–1998 | Early venture leadership |
| Hewlett-Packard Company | Engineering and management roles | 1986–1995 | Early career foundation in engineering |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Fusion Fund | Partner | Not disclosed | Early-stage VC focused on industrial/enterprise/healthcare tech |
| Arsenal Capital Partners | Senior Advisor & Board Member | Not disclosed | Specialized PE firm focused on industrials and healthcare |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; key committees (Audit, Compensation & HR, Governance) are 100% independent. Wall is an independent director.
- Committees: Chair, Compensation & Human Resources Committee (CHRC); Member, Executive Committee.
- Committee activity: CHRC met 5 times in 2024; Executive Committee met 0 times.
- Compensation consultant: CHRC uses Meridian Compensation Partners as independent advisor.
- Attendance: “No Directors Attended Less than 75% of Meetings.”
- Governance practices: Independent Board Chair; anti-hedging and pledging policies; robust stock ownership guidelines (5x retainer for directors); no material related-party transactions disclosed.
- CHRC oversight: Committee oversees NEO and non-employee director compensation; succession; retirement plan policies; CHRC report signed by Wall as Chair (dated March 20, 2025).
Fixed Compensation
| Year | Cash Retainer ($) | Chair/Leadership Fees ($) | Total Fees ($) | Source |
|---|---|---|---|---|
| 2024 | 105,000 (Board retainer) | 20,000 (CHRC Chair) | 125,000 | Board retainer/leadership schedule and individual line |
| 2024 Director Compensation (Shane D. Wall) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 125,000 |
| Stock Awards (grant-date fair value) | 149,804 |
| Total | 274,804 |
Notes:
- Board retainer for each director: $105,000; CHRC Chair fee: $20,000; Executive Chair: $150,000; Audit Chair and Governance Chair: $25,000 and $20,000 respectively; Equity award target: $150,000.
Performance Compensation
| Instrument | Grant Date | Shares Granted | Grant-Date Price ($/sh) | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|---|
| Common Stock (annual director grant) | May 16, 2024 | 305 | 491.16 | 149,804 | Annual equity in common stock (not performance-based) |
| RSUs (outstanding as of 12/31/2024) | Various prior grants | 567 | N/A | N/A | RSUs generally vest on 3rd anniversary of grant |
- Performance metrics: For non-employee directors, equity compensation is not performance-conditioned; current-year award delivered in common stock; prior RSUs are time-based.
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed | — | — | — | No other current public company boards disclosed for Wall in the proxy’s director table. |
Expertise & Qualifications
- Former public-company CTO and R&D head, with deep cybersecurity and innovation/technology expertise; also executive leadership, manufacturing/distribution, ERM, marketing/sales, strategic planning.
- Education: B.S. in Computer Engineering, Oregon State University.
Equity Ownership
| As of | Common Stock Held (#) | Acquirable Within 60 Days (#) | Total Beneficial Ownership (#) | % of Class | RSUs Outstanding (#) | Ownership Guideline (5x retainer) | Compliance Status |
|---|---|---|---|---|---|---|---|
| Mar 15, 2025 (beneficial ownership table) | 1,468 | — | 1,468 | <1% | — | 5x annual retainer (directors) | All directors elected prior to 2024 are in compliance (includes Wall) |
| Dec 31, 2024 (RSU table) | — | — | — | — | 567 | — | — |
- Anti-hedging/pledging: Company policy prohibits hedging/pledging by directors.
Say-on-Pay & Shareholder Feedback
| Year of Meeting | Votes For | Votes Against | Abstain | Broker Non-Votes | Approval % (For ÷ (For+Against)) |
|---|---|---|---|---|---|
| 2025 (May 22, 2025) | 26,396,570 | 2,057,457 | 20,476 | 2,532,280 | ~93% |
| 2024 (May 16, 2024) | 27,597,923 | 896,570 | 111,447 | 3,708,774 | ~97% |
Governance Assessment
- Strengths: Independent director with deep technology and cybersecurity credentials; CHRC Chair with active oversight (5 meetings in 2024) and independent consultant; strong shareholder alignment via mix of cash/equity (2024 mix ~45.5% cash / 54.5% equity); compliant with robust 5x retainer ownership guideline; anti-hedging/pledging and no material related-party transactions disclosed; consistently strong say-on-pay support (~97% in 2024; ~93% in 2025).
- Potential risks/monitoring: External affiliations with Fusion Fund and Arsenal Capital Partners are noted but no related-party transactions disclosed; continue to monitor for any portfolio-company dealings with Lennox and for overboarding (no issues disclosed).
- RED FLAGS: None observed in filings—no low attendance, no hedging/pledging, no material related-party transactions, no negative say-on-pay signals.