Sylvia Stein
About Sylvia A. Stein
Sylvia A. Stein (age 59) is a Non-Executive (independent) Director of Luxfer Holdings PLC since August 2022; she serves on the Audit Committee and the Nominating & Governance Committee . She is Senior Vice President and Chief Legal Officer at Veralto Corporation (NYSE: VLTO) since June 2023, and previously held senior legal roles at Modine Manufacturing (NYSE: MOD) and Kraft Heinz; earlier, she practiced at Latham & Watkins and clerked federally. She holds a BA in Economics from Northwestern and a JD from the University of Michigan Law School and serves on the Board of Legal Action Chicago (non-profit) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veralto Corporation (NYSE: VLTO) | SVP, Chief Legal Officer; leads legal, compliance, EHS; advises Board on risk, governance, sustainability | Joined June 2023 – present | Enterprise risk management, governance, sustainability oversight |
| Modine Manufacturing (NYSE: MOD) | VP, General Counsel, Corporate Secretary, Chief Compliance Officer | Joined 2018 (prior to Veralto role) | Led global legal, compliance, IP; advised Board/executive team |
| Kraft Foods / Kraft Heinz (NASDAQ: KHC) | Progressed through roles; Associate General Counsel, Marketing & Regulatory | 2001–2016 | Regulatory, marketing counsel; global public company advisory |
| Latham & Watkins LLP | Complex commercial litigation associate | Early career | Litigation practice |
| Federal Judiciary | Federal judicial law clerk | Early career | Judicial clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No other public company directorships |
| Legal Action Chicago | Director (non-profit) | Current | Pro bono legal services; community impact |
Board Governance
- Independence: Board affirmatively determined Ms. Stein is independent (all non-executive nominees independent) .
- Attendance: All directors serving in FY2024 attended at least 93.8% of Board and Committee meetings; all directors attended the 2024 AGM .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board and Committee meeting .
- Committee assignments/roles:
- Audit Committee member; Board determined she is financially literate under NYSE rules (committee chaired by Lisa Trimberger; financial experts designated: Trimberger and Clive Snowdon) .
- Nominating & Governance Committee member; all members independent .
- Meetings in 2024: Audit 6; Remuneration 4; Nominating & Governance 3 .
Fixed Compensation
| Component (2024) | Amount (US$) | Notes |
|---|---|---|
| Annual cash retainer | $82,000 | No additional committee or meeting fees |
| Board chair premium | — | Not applicable; Board chair retainer is $115,000 (for structure context) |
Performance Compensation
| Award Type | Grant/Valuation Detail | Vesting | Dividend Equivalents | Unvested Balance (12/31/2024) |
|---|---|---|---|---|
| RSUs (time-based, under EIP) | Fair value $80,124; RSUs granted in 2023 vested June 5, 2024 at share price $9.73 less $1.00 issue cost per share | Annual grants typically made on/after AGM and vest on/near next AGM | 475 shares credited in 2024 valued $4,147 (not in comp table) | 9,017 RSUs unvested (incl. 186 dividend equivalents through 12/31/24) |
- Performance metrics: None disclosed for non-executive director RSUs (awards are time-based under the EIP, capped at ≤150% of retainer) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Remuneration Committee interlocks | None for any member; no insider participation disclosed |
| Related party transactions/conflicts | Proxy states no director nominees have disclosable related party transactions or conflicts of interest |
Expertise & Qualifications
- Core credentials: Extensive in-house legal leadership advising global public companies on business strategy, sustainability, regulatory compliance, M&A, talent management, risk management .
- Financial oversight: Financially literate (Audit Committee); designated audit financial experts are Trimberger and Snowdon .
- Education: BA (Economics), Northwestern; JD, University of Michigan Law School .
- Governance processes: Service includes board evaluation, succession planning, governance oversight via Nominating & Governance Committee .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of April 1, 2025) | 4,802 shares; “*” denotes 1% or less | |
| RSUs unvested | 9,017 (incl. 186 dividend equivalents through 12/31/24) | |
| Dividend equivalents credited (2024) | 475 shares ($4,147 value; not included in comp totals) | |
| Shares pledged or margined | Prohibited by policy (hedging, pledging, margin accounts disallowed) | |
| Stock ownership guidelines | Required minimums based on multiple of retainer; five-year window to achieve; share retention ratios apply | |
| Compliance status vs guidelines | Not disclosed |
Governance Assessment
- Strengths
- Independent director with strong legal, compliance, and risk management expertise; serves on Audit and Nominating & Governance Committees .
- High board engagement culture: ≥93.8% director attendance in 2024; regular executive sessions of independent directors .
- Clean conflicts profile: Proxy states no related party transactions or conflicts requiring disclosure among nominees .
- Shareholder alignment: Director pay mix includes annual RSU grants under EIP; no meeting or committee fees; ownership guidelines and prohibition of hedging/pledging .
- Compensation governance: Independent consultant (Meridian), committee independence, clawback policy for incentive compensation; 2024 Directors’ Remuneration Policy approved with 99.38% support .
- Watch items
- Not designated a “financial expert” on Audit (financially literate; experts are Trimberger and Snowdon) .
- External executive role (CLO at Veralto) warrants ongoing monitoring for potential industry overlaps, though no related-party exposure is disclosed and independence affirmed .
- Shareholder engagement signals
- Company reports >100 investor interactions in 2024; annual advisory vote on Directors’ Remuneration Report at 2025 AGM reinforces feedback loop .