Tracy Embree
LENNOX INTERNATIONALAbout Tracy Embree
Independent director at Lennox International (LII) since June 1, 2025; Class III term through the 2028 annual meeting. Serves on the Board Governance Committee and the Compensation & Human Resources Committee; the Board determined she is independent and has no related-party interests requiring disclosure. Former President of Otis Americas; spent 23 years at Cummins in senior leadership roles; previously served on the Louisiana‑Pacific Corporation board until May 2025. Education: B.S. Chemical Engineering (MIT) and MBA (Harvard). Age 51.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otis Worldwide (Otis Americas) | President, Americas (new equipment and service) | Not disclosed | Led growth with focus on safety, quality, customer experience |
| Cummins Inc. | Senior leadership roles incl. VP & President, Distribution Business | 23 years | Led growth in core businesses; technology aligned to global emissions standards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Louisiana‑Pacific Corporation | Independent Director | ~9 years, through May 2025 | Departed May 2025 |
| Extraordinary Women on Boards (EWOB) | Founding member | Not disclosed | Network for board impact |
Board Governance
- Committee assignments: Board Governance Committee; Compensation & Human Resources Committee; both committees are fully independent under NYSE standards.
- Independence: Board affirmed Embree’s independence; LII key committees (Audit, Compensation, Governance) are 100% independent.
- Board structure and attendance: Independent Chair; 2024 Board met 14 times; no director attended <75% of meetings; regular executive sessions.
- Stockholder alignment and practices: Anti‑hedging/pledging policy, robust director stock ownership guidelines (5x annual retainer within 5 years), clawback policy, majority voting, no poison pill, and no material related‑party transactions.
- Board refreshment: Committee realignments and new committee Chairs in 2024–2025 to add new perspectives.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard director retainer |
| Annual equity (common stock) | ~$155,000 | Per Embree’s 8‑K appointment terms |
| Board leadership retainers (if applicable) | Chair $150,000; Audit Chair $25,000; Comp & HR Chair $20,000; Governance Chair $20,000 | Standard fee schedule; Embree is a committee member (no chair fee currently) |
| Equity form and timing | Common stock (not RSUs); granted at/after annual meeting | 2024 grants were ~$150,000 per director; example grant 305 shares at $491.16 on May 16, 2024 |
- Stock ownership guidelines: Minimum 5x annual retainer within 5 years; directors must retain shares until compliant.
Performance Compensation
Directors do not receive performance‑conditioned equity at LII; annual equity grants are in common stock (time‑based). For Embree’s role on the Comp & HR Committee, the following company‑level incentive metrics (governing NEO pay) are critical to oversight:
| Incentive Plan Metric | Weight | 2024 Design and Performance Reference |
|---|---|---|
| Core Net Income (Company) | 50% of STI | Company performance exceeded max goals in 2024; overall STI factor ~217% for Company‑measured NEOs |
| Free Cash Flow (Company) | 30% of STI | Company performance exceeded max goals in 2024 |
| Core Revenue (Company) | 20% of STI | Company performance above target in 2024 |
| ROIC (3‑yr weighted avg) | 50% of PSUs | 2022–2024 PSU cycle paid 200% at 48.4% ROIC |
| Core Net Income CAGR (3‑yr) | 50% of PSUs | 2022–2024 PSU cycle paid 200% at 20.1% CAGR |
Notes: Comp policies include clawbacks, anti‑hedging/pledging, and double‑trigger CIC for executives.
Other Directorships & Interlocks
- Current public company board seats: None disclosed beyond LII.
- Prior public company board: Louisiana‑Pacific Corporation (ended May 2025).
- Related‑party/transactions: Board determined no material related‑party transactions for LII; Embree has no related‑party interests requiring disclosure.
Expertise & Qualifications
- Industrial and field operations leadership across complex manufacturing and service networks; growth strategy; safety and quality systems; technology development aligned to regulatory standards (emissions).
- Education: B.S. Chemical Engineering (MIT); MBA (Harvard).
- Governance skill fit: Board Governance (succession, policy) and Comp & HR (executive pay design, succession) committees.
Equity Ownership
- Initial beneficial ownership/holdings not stated in the appointment 8‑K; annual equity compensation for directors delivered in common stock under the standard program.
- Policy alignment: Directors are prohibited from hedging or pledging LII stock; required to reach 5x retainer ownership within 5 years and hold until compliant.
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2025 | ~93% of votes cast “For/Against” supported NEO pay |
| 2024 | ~97% approval at prior annual meeting |
Governance Assessment
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Strengths
- Independence and clean related‑party profile; immediate placement on Governance and Comp & HR underscores trust in oversight judgment.
- Deep operating and technology background from Otis and Cummins supports oversight of strategy, human capital, and performance pay design.
- Strong governance framework at LII (independent Chair; independent key committees; ownership guidelines; anti‑hedging/pledging; clawbacks).
- Robust investor support for pay (93% in 2025; 97% in 2024), reducing governance friction as Embree joins the Comp & HR Committee.
-
Watch items / potential risks
- Attendance data for Embree will emerge in the 2026 proxy given mid‑2025 start (monitor engagement).
- As a Comp & HR Committee member, oversight of non‑GAAP metrics (e.g., “core” definitions) warrants rigor to sustain pay‑for‑performance credibility.
- Director equity is not performance‑conditioned; alignment instead relies on ownership guidelines and shareholding discipline—monitor compliance over the 5‑year window.
-
Implications for investors
- Appointment signals continued board refresh and skills upgrade in industrial operations and technology.
- Committee roles give Embree direct influence on CEO/NEO pay design and board composition—aligned with high shareholder support for LII’s compensation program.
No red flags identified related to conflicts, related‑party exposure, or shareholder opposition in available filings; independence and governance alignment appear strong.