Lisa Trimberger
About Lisa Trimberger
Independent Non-Executive Director at Luxfer Holdings PLC (LXFR) since 2019; age 64. She chairs the Audit Committee (since April 2020), serves on the Remuneration Committee, is deemed independent, and is designated a “financial expert” under SEC standards. A former Deloitte & Touche audit partner (retired 2014), she is a CPA with a B.S. in Accounting from St. Cloud State University and additional NACD/CERT credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; Deputy Professional Practice Partner; Engagement Quality Control Review Partner | Through 2014 (retired) | Led public company audits; significant transaction, control and risk assessment experience; internal quality review leadership |
| Deloitte & Touche LLP | Co-Chair, Firm Nominating & Governance Committee; Leader, National Women’s Initiative | During partner tenure | Governance leadership; talent development/retention initiatives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| COPT Defense Properties (NYSE: CDP) | Trustee | Since 2017 (public source) | Audit Committee Chair; Nominating & Governance Committee member |
| EPR Properties (NYSE: EPR) | Trustee | Since 2022 (public source) | Audit Committee Chair; Finance and Nominating/Company Governance Committees member |
| Mack Capital Investments LLC | Principal/Owner | Current | Private investment firm role |
Board Governance
- Independence: Board affirms all NEDs are independent; Trimberger is independent .
- Committee assignments (2024): Audit (Chair); Remuneration; Audit held 6 meetings; Remuneration 4; Nominating & Governance 3 .
- Attendance: All directors attended ≥93.8% of Board/committee meetings in 2024; independent directors meet in executive session at each regular meeting .
- Financial expertise: Trimberger and Clive Snowdon qualify as “audit committee financial experts” .
- Consultant and interlocks: Remuneration Committee uses Meridian Compensation Partners; no interlocks or insider participation disclosed .
Fixed Compensation (Non-Executive Director Program)
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (NEDs) | $82,000 | Applies to Trimberger as a NED |
| Board Chair retainer | $115,000 | Not applicable to Trimberger |
| Committee membership fees | $0 | No additional fees for committee service |
| Committee chair fees | $0 | No incremental chair stipend; Audit Chairship does not pay extra |
| Meeting fees | $0 | No per‑meeting fees |
Performance Compensation (Director Equity; time-based)
| Feature | Details |
|---|---|
| Plan | Luxfer Non-Executive Directors Equity Incentive Plan (EIP), amended/reapproved in 2024 |
| Award cadence | Annual award on or immediately after AGM; vests on or immediately before next AGM (≈1-year vest) |
| Instrument | RSUs (typical); time-based; settled at vest with accumulated dividend equivalents |
| Value sizing | Historically 100% of retainer; 2024 policy allows up to 150% of cash retainer; Board targeted approximately retainer+ $20k in 2024 |
| Dividends | Dividend equivalents accrue in shares; paid at vest |
| Performance metrics | None (time-based RSUs; pay-for-performance structures apply to executives, not directors) |
Director Compensation – Trimberger (FY2024 reported)
| Metric | Amount | Source detail |
|---|---|---|
| Retainers (cash) | $82,000 | 2024 NED retainer |
| Equity awards (fair value) | $43,327 | 2023 RSUs that vested June 5, 2024 at $9.73 less $1 issue cost |
| Total | $125,327 | Sum of above |
| Dividend equivalents (vested 2024) | $2,226 (255 shares) | Paid at vest; not included in total above |
| Unvested RSUs at 12/31/2024 | 9,017 | Includes 186 dividend equivalents |
Other Directorships & Interlocks
- Current public boards: COPT Defense Properties (Audit Chair; Nominating & Governance), EPR Properties (Audit Chair; Finance and Nominating/Company Governance) .
- LXFR disclosed no director-related party transactions in 2024 and identified no conflicts affecting independence; prior Deloitte advisory services to LXFR ended March 2022 and were deemed not material to Trimberger’s independence .
Expertise & Qualifications
- CPA; B.S. Accounting, St. Cloud State University; NACD Board Leadership Fellow; CERT Certificate in Cybersecurity Oversight (NACD/Ridge Global/Carnegie Mellon) .
- Deep audit, financial reporting, risk oversight, and governance experience from 31 years at Deloitte .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 1, 2025) | 20,759 LXFR shares; includes: (i) 5,000 held as Joint Tenants in Common by trusts where Director and spouse are trustee/beneficiary; (ii) 5,000 held by a trust where Director is sole beneficiary and spouse is trustee; (iii) 10,759 held by a trust where spouse is sole beneficiary and Director is trustee; includes 255 dividend equivalent shares credited in 2024 |
| Ownership % | Each director under 1% (marked “*” in table) |
| Unvested RSUs (12/31/2024) | 9,017 RSUs (time-based) |
| Pledging/hedging | Company policy prohibits hedging, pledging, margin accounts, and short sales by Directors and covered persons |
| Stock ownership guidelines | Apply to Directors; minimum ownership expressed as multiple of annual retainer; expected to meet within 5 years of election or policy inception |
Insider Trades (Form 4) – Trimberger (2023–2025)
| Date (txn) | Type | Shares (+/−) | Price | Post-transaction holdings | Source (SEC) |
|---|---|---|---|---|---|
| 2025-06-06 | RSU Award (A) | +8,622 | $0 | 8,622 RSUs | |
| 2025-06-05 | RSU vest/convert (M-Exempt) | +9,207 sh | $0 | 19,966 sh | |
| 2025-06-05 | Sale (S) | −4,108 sh | $10.02 | 15,858 sh | |
| 2024-06-06 | RSU Award (A) | +8,831 RSUs | $0 | 8,831 RSUs | |
| 2024-06-05 | RSU vest/convert (M-Exempt) | +5,218 sh | $1 issue price | 13,370 sh | |
| 2024-06-05 | Tax withholding (F-InKind) | −2,611 sh | $9.73 | 10,759 sh | |
| 2023-06-07 | RSU Award (A) | +4,963 RSUs | $0 | 4,963 RSUs | |
| 2023-06-07 | RSU vest/convert (M-Exempt) | +5,149 sh | $1 issue price | 10,592 sh | |
| 2023-06-07 | Tax withholding (F-InKind) | −2,440 sh | $15.28 | 8,152 sh |
Notes: Transactions reflect annual director RSU grants, annual RSU vesting/issuance around the AGM, and sales or in‑kind tax withholdings; “securitiesOwned” in filings reflects post‑transaction positions [Form 4 URLs above; data retrieved programmatically].
Compensation Structure Analysis (Governance Signals)
- Mix and risk: Director pay is a simple cash retainer plus time-based RSUs with dividend equivalents; no meeting, committee, or chair fees—this reduces incentive distortions and aligns with shareholder interests through equity ownership .
- Policy change: 2024 policy increased max NED equity award to 150% of cash retainer (historically 100%); Board indicated intent to size awards at approximately retainer + $20k for 2024, consistent with peer benchmarking via Meridian .
- Clawbacks: Executive clawback policy is maintained separately; EIP prohibits repricing and has fixed share pool (no evergreen) .
Related Party Transactions & Conflicts
- 2024 related party transactions: None reported; Audit Committee oversees a robust related-party policy .
- Independence considerations: LXFR disclosed prior Deloitte (non-audit advisory) services through March 2022; given timing and arms-length nature post-Trimberger’s 2014 retirement, the Board concluded no material impact on her independence .
- Hedging/pledging: Prohibited by policy; no pledging disclosed in ownership footnotes .
Say‑on‑Pay & Shareholder Feedback (context)
- Non-executive director EIP reapproval and policy enablement were put to shareholders in 2024; Directors’ Remuneration Policy noted with strong shareholder support (e.g., EIP and remuneration items advanced at the 2024 AGM) .
- Board highlights extensive investor engagement and consistent annual advisory votes on executive compensation and frequency .
Governance Assessment
- Strengths:
- Independent Audit Chair with SEC “financial expert” status; strong audit/risk pedigree improves financial oversight quality .
- High attendance and regular executive sessions indicate strong engagement .
- Simple, equity‑linked director pay without committee/chair add-ons mitigates conflict incentives and promotes long‑term alignment .
- No related party transactions and explicit hedging/pledging prohibitions; independence reaffirmed despite legacy Deloitte ties .
- Watch items:
- Annual RSU grants are time‑based (not performance‑conditioned), which is standard for NEDs but provides limited pay-for-performance leverage; continued monitoring of stock ownership guideline compliance advisable (policy requires achievement within 5 years) .
- Multi‑board service at two REITs (CDP, EPR) plus LXFR—LXFR’s governance highlights cap outside public boards at ≤2; Trimberger appears within cap, but ongoing workload and potential defense-sector information flow should be monitored (no conflicts disclosed) .
Citations:
- Director nominations/age/committees/independence/attendance/financial expert .
- Non-executive director compensation program and Trimberger’s 2024 compensation and unvested RSUs .
- Ownership and trust breakdown .
- Policies (hedging/pledging; stock ownership guidelines) .
- Related party/conflicts disclosure .
- External boards and committee roles (CDP/EPR) ; supplementary profiles .
- Form 4 transactions (insider trades) – see SEC URLs in Insider Trades table above (retrieved programmatically).