Sherry Buck
LENNOX INTERNATIONALAbout Sherry L. Buck
Sherry L. Buck, age 61, is a Class II independent director of Lennox International (LII), serving since 2019 with her current term continuing until the 2027 Annual Meeting. She is the Audit Committee Chair and an SEC-designated financial expert, and serves on the Executive Committee; her background includes CFO roles and senior finance/operations leadership in global manufacturing, with a B.S. in Accounting from the University of Missouri .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.L. Gore & Associates, Inc. | Chief Financial Officer | 2021–present | Multinational advanced materials; senior finance leadership |
| Waters Corporation | SVP & Chief Financial Officer | 2017–2020 | Specialty measurement company; public company CFO |
| Libbey Inc. | Vice President, Chief Financial Officer | 2012–2016 | Global glass tableware manufacturer; CFO |
| Whirlpool Corporation | Senior finance and operating leadership roles | 1993–2012 | Global appliance manufacturer; extensive ops/finance experience |
| Trans World Airlines (TWA) | Director, Overseas Accounting & Internal Audit Manager | 1988–1992 | Airline; accounting/internal audit leadership |
| Price Waterhouse | Senior Auditor | 1985–1988 | Public accounting; audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| W.L. Gore & Associates, Inc. | Chief Financial Officer | 2021–present | Private company; not disclosed as a related party to LII |
| Other public company boards | — | — | None disclosed for Buck in LII’s proxy |
Board Governance
- Independence: Buck is an independent director; LII’s key committees (Audit, Compensation, Governance) are 100% independent, and the Board is 88% independent among continuing directors .
- Attendance: The Board met 14 times in 2024; all directors attended more than 75% of Board and committee meetings, and all attended the 2024 Annual Meeting .
- Executive sessions: Non-management independent directors met regularly in executive session, chaired by the independent Board Chair .
- Committee structure: Standing committees include Audit, Board Governance, Compensation & Human Resources, and Executive; each has authority to retain independent advisors. The Public Policy Committee was dissolved in Dec 2024; members were independent and it met four times in 2024 .
| Committee | Role | Financial Expert Status | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit Committee | Chair (Buck) | Yes (Buck is an SEC “financial expert”) | 9 | Oversees financial reporting integrity, internal control, compliance, auditor oversight |
| Executive Committee | Member | — | 0 | Led by independent Board Chair; members include CEO and each committee chair |
- Audit Committee report note: The 2024 audit report (dated March 20, 2025) is submitted under the signature block “Gregory T. Swienton (Chair)” alongside Buck and other members—suggesting a chair transition around early 2025. The proxy elsewhere identifies Buck as Audit Chair; monitor for formalized chair succession timing .
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Annual Board cash retainer | $105,000 | 2024 | All non-employee directors elected to receive their retainer in cash in 2024 |
| Audit Chair retainer (policy) | $25,000 | Policy schedule (2024) | Leadership retainers: Chair of Board $150,000; Audit Chair $25,000; CHR Chair $20,000; Governance Chair $20,000; Public Policy Chair $20,000 |
| Buck’s 2024 fees earned or paid in cash | $105,000 | 2024 | No additional chair fee reflected in Buck’s 2024 cash line item, consistent with chair transition timing |
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant-Date Fair Value per Share | Total Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|---|
| Common stock (annual director grant) | May 16, 2024 | 305 | $491.16 | $149,804 | Annual grant in common stock under 2019 Equity & Incentive Plan |
| Restricted Stock Units (RSUs) outstanding | As of Dec 31, 2024 | 567 | — | — | RSUs generally vest on the third anniversary of grant |
- Director compensation mix: Buck’s 2024 equity grant ($149,804) exceeded her cash retainer ($105,000), indicating an equity-heavy mix that supports alignment .
- Performance metrics: No director-specific performance metrics (e.g., TSR, EBITDA) are tied to director equity or cash retainers; director equity is granted as common stock and RSUs with time-based vesting. None disclosed .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No material related-party transactions disclosed by LII; anti-hedging and anti-pledging policies in place |
Expertise & Qualifications
- Financial/accounting expertise; SEC-defined audit committee financial expert .
- Executive leadership; manufacturing/distribution operations experience .
- Enterprise risk management, human capital management, strategic planning/oversight .
Equity Ownership
| Holder | Common Stock Held (#) | Common Stock Acquirable Within 60 Days (#) | Total Beneficially Held (#) | Percent of Class |
|---|---|---|---|---|
| Sherry L. Buck | 1,126 | — | 1,126 | <1% (asterisk per table) |
- Shares outstanding basis: 35,468,304 shares outstanding as of March 15, 2025; Buck’s beneficial ownership is less than 1% (per table conventions) .
- Stock ownership guidelines: Directors must hold at least 5× annual retainer within five years; all non-employee directors elected prior to 2024 (including Buck) were in compliance as of Dec 31, 2024 .
- RSUs: 567 RSUs outstanding as of Dec 31, 2024; RSUs vest on the third anniversary of grant .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors .
Governance Assessment
- Audit leadership and financial rigor: Buck’s CFO pedigree and audit financial expert status, combined with chairing the Audit Committee, support strong oversight of financial reporting, auditor independence, and internal controls .
- Independence and engagement: Independent director with committee roles on fully independent committees; Board-wide attendance exceeded the 75% threshold, and executive sessions are regularly held—positive for governance effectiveness .
- Alignment and incentives: Equity-heavy director compensation (annual common stock grant plus outstanding RSUs) and robust ownership guidelines (5× retainer) enhance long-term alignment; anti-hedging/pledging further strengthens investor confidence .
- Conflicts and related parties: No material related-party transactions disclosed; Buck’s external role at W.L. Gore does not, in the proxy, present an interlock or related-party exposure to LII .
- Watch item: Audit Committee report’s chair signature by Gregory T. Swienton in March 2025, while the proxy identifies Buck as Audit Chair, indicates a chair transition around early 2025. Not a red flag per se, but monitor for continuity of audit oversight and formalization of leadership changes .