Todd Teske
LENNOX INTERNATIONALAbout Todd J. Teske
Independent Chair of the Board at Lennox International Inc. (LII). Age 60, director since 2011, Lead Independent Director (2015–2022), Interim CEO (Mar 23–May 9, 2022), and Independent Chair since 2022. Former Chair, President & CEO of Briggs & Stratton; licensed CPA (inactive). Education: B.S. Accounting (University of Wisconsin Oshkosh); Masters of Management (Kellogg, Northwestern). The Board affirms his independence notwithstanding the brief interim CEO service, and he serves as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Briggs & Stratton Corporation | Chair, President & CEO; earlier President & COO; EVP & COO; President of power products; head of corporate development; Controller | 1999–2020 (CEO 2010–2020) | Company filed Chapter 11 in July 2020; acquired and exited bankruptcy Sept 2020 (fact pattern for context on prior leadership cycle) |
| Lennox International Inc. | Interim CEO | Mar 23–May 9, 2022 | Board later determined continued independence despite interim service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Badger Meter, Inc. | Director | 2009–2020 | Served on Audit & Compliance and Compensation Committees (prior public board experience) |
Board Governance
- Current LII committee assignments: Executive Committee (Chair) and Audit Committee (member; designated “financial expert”). Executive Committee members are the CEO and each committee chair; chaired by the independent Chair. Audit Committee held 9 meetings in 2024; Executive Committee held 0.
- Independence and leadership: Independent Chair since 2022; Board reaffirmed independence despite <2 months as interim CEO in 2022. As Chair, he presides over all Board meetings and executive sessions and serves as liaison between CEO and independent directors.
- Attendance and engagement: Board met 14 times in 2024; all directors attended >75% of Board and committee meetings; independent directors meet regularly in executive session chaired by the independent Chair.
- Governance posture: Key committees (Audit, Compensation & Human Resources, Board Governance) are 100% independent; anti-hedging and anti-pledging policies apply to directors; majority voting; robust director ownership guideline (5x retainer).
Fixed Compensation
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Program structure (2024):
- Annual Board retainer: $105,000 (cash; option to receive portion in common stock)
- Leadership retainers: Chair of the Board $150,000; Audit Chair $25,000; Compensation & HR Chair $20,000; Board Governance Chair $20,000
- Annual equity: ~$150,000 in common stock (granted at Annual Meeting)
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2024 compensation – Todd Teske (non-employee director):
- Fees earned (cash): $255,000
- Stock awards (common stock grant): $149,804
- Total: $404,804
| Item | Amount | Notes |
|---|---|---|
| Annual retainer (Director) | $105,000 | Cash, with option to receive portion in stock |
| Chair of the Board retainer | $150,000 | Additional cash retainer |
| Committee chair retainers | $25,000 (Audit); $20,000 (Comp HR); $20,000 (Governance) | If applicable |
| Annual equity grant | ~$150,000 | Common stock for each non-employee director |
| Teske 2024 fees | $255,000 | Cash fees as Chair |
| Teske 2024 stock grant | $149,804 | 305 shares at $491.16 per share (grant-date price) |
| Teske 2024 total | $404,804 | Sum of cash + equity |
Year-over-year context: In 2023, Teske received $255,000 in cash fees and $0 in stock awards per the 2023 director compensation table; in 2024, equity awards resumed at ~$150,000, increasing total reported compensation.
Performance Compensation
- Non-employee director equity is not performance-based; awards are in common stock (not PSUs or options), delivered at the Annual Meeting, and are not tied to performance metrics.
- 2024 equity grant details (directors, including Teske): Grant date May 16, 2024; 305 shares; grant-date fair value per share $491.16; total $149,804.
| Grant Date | Instrument | Shares | Fair Value/Share | Total Grant Value |
|---|---|---|---|---|
| May 16, 2024 | Common stock | 305 | $491.16 | $149,804 |
No director performance metrics are disclosed for non-employee director pay; performance-based metrics in the proxy apply to NEO compensation (not directors).
Other Directorships & Interlocks
- Current public company boards: None listed for Teske in 2025 proxy’s continuing directors table.
- Prior public company boards: Badger Meter, Inc. (2009–2020); committees included Audit & Compliance and Compensation.
- Compensation Committee interlocks: None reported (no LII executive served on another company’s board/compensation committee where that company’s executive served on LII’s Board/Comp HR Committee).
- Related-party transactions: Company disclosure states no transactions with related persons requiring Item 404(a) disclosure in 2024.
Expertise & Qualifications
- Board-designated audit committee financial expert; deep finance/accounting background (licensed CPA, former corporate controller).
- Executive leadership in manufacturing and distribution; strategic oversight, ERM, sustainability, cybersecurity, innovation/technology, and human capital management experience cited in director skill matrix/biography.
- Education: B.S. Accounting (UW Oshkosh), Masters of Management (Kellogg).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common stock held | 7,344 | Beneficially owned by Teske |
| Acquirable within 60 days | 0 | Vested SARs/acquirable shares (N/A for Teske) |
| Total beneficially held | 7,344 | <1% of outstanding |
| RSUs outstanding (12/31/2024) | 567 | Legacy RSUs; director awards now in common stock |
| Director ownership guideline | 5x annual retainer | Five years to comply |
| Compliance status | In compliance (all non-employee directors elected prior to 2024) | Teske elected in 2011 |
| Hedging/pledging | Prohibited | Applies to directors under Insider Trading Policy |
Governance Assessment
- Strengths: Independent Chair with finance depth; Audit Committee financial expert; strong attendance; robust independence posture and executive sessions led by the independent Chair; anti-hedging/pledging; director ownership guidelines (5x retainer) and compliance; no related-party transactions; key committees fully independent.
- Shareholder feedback signals: Say-on-Pay approval recovered from ~75% in 2022 to >97% in 2023 and ~97% in 2024 following program changes (double-trigger CIC, elimination of excise tax gross-ups, added revenue metric, strengthened holding requirements), indicating responsiveness and improving confidence in compensation oversight.
- Watch items / RED FLAGS:
- Prior CEO role at Briggs & Stratton during a period culminating in Chapter 11 in 2020 (contextual background; not a related-party issue at LII).
- Board service concentration: none currently; company discloses “No Overboarding” policy.