Elizabeth Donovan
MUELLER INDUSTRIESAbout Elizabeth Donovan
Elizabeth Donovan is an independent director at Mueller Industries, age 72, serving on the Board since 2019 . She was an early member of the Chicago Board Options Exchange and later an independent broker representing major institutional options orders; she has been retired from employment for more than five years . The Board has affirmatively determined she is independent under NYSE rules; seven of eight nominees are independent . In 2024, the Board held four regular meetings and one special meeting, and directors attended 100% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chicago Board Options Exchange | Early member; independent broker for major institutional options orders | 18-year tenure as a fiduciary representative; retired >5 years | Knowledge of market dynamics and institutional trading practices |
External Roles
| Type | Organization/Board | Role | Notes |
|---|---|---|---|
| Public company boards | None | — | Current other public boards: None |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Compensation & Personnel Development .
- Independence: Affirmatively determined independent; only the CEO is non-independent .
- Board leadership: Lead Independent Director role exists; the Lead Independent Director chairs executive sessions of independent directors .
- Attendance: 2024 attendance was 100% across Board and committees; Board met four times with one special meeting .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Chair (Donovan) | 2 | Oversees board nominations, governance guidelines, ESG oversight; may delegate ESG matters |
| Compensation & Personnel Development | Member (Donovan) | 3 | Oversees executive/employee compensation, succession, talent development, culture, H&S |
| Audit | Not a member | 6 | Financial reporting, auditor oversight, internal controls, risk & cybersecurity |
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Fees earned in cash (Donovan) | $93,000 |
| Annual cash retainer (non-employee directors) | $80,000 |
| Committee chair fee (Nominating & Governance) | $10,000 per year |
| Meeting fees | $3,000 per Audit Committee meeting; $1,500 per Compensation or Nominating & Governance meeting |
| Lead Independent Director annual fee | $90,000 (not applicable to Donovan) |
Performance Compensation
- Non-employee directors receive annual equity grants; no performance-conditional metrics are disclosed for director equity grants .
| Equity Component | Grant details |
|---|---|
| Annual equity award (non-employee directors) | 2,733 shares granted on May 9, 2024 (aggregate grant-date value ~ $160,000) |
| 2024 Stock Awards (Donovan) | $160,031 grant-date fair value |
| Total 2024 Director Compensation (Donovan) | $253,031 (cash + stock awards) |
Other Directorships & Interlocks
- Other public company boards: None, reducing interlock risks with competitors/suppliers/customers .
- Compensation committee interlocks: None; no insider participation, and no relationships requiring Item 404 disclosure for committee members in 2024 (Donovan served on the committee) .
Expertise & Qualifications
- Market microstructure and institutional trading expertise from 18 years at the CBOE as a fiduciary representative .
- Governance leadership as Chair of Nominating & Governance (board evaluations, governance guidelines, ESG oversight) .
- Compensation oversight experience as a member of the Compensation & Personnel Development Committee .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (Donovan) | 56,733 shares; less than 1% of outstanding shares |
| Breakdown | Includes 28,000 shares subject to currently exercisable stock options and 4,000 shares owned by spouse |
| Shares outstanding (reference) | 110,756,256 shares outstanding as of March 13, 2025 |
| Pledging/Hedging | Corporate policy prohibits future pledging and hedging by directors and officers |
| Director ownership guidelines | 3x annual cash director fee; expected within five years; monitored by General Counsel |
Governance Assessment
- Strengths:
- Independent and governance-focused: Chair of Nominating & Governance; member of Compensation committee; Board determined independent .
- Engagement: 100% attendance in 2024 across Board and committee meetings .
- Alignment: Receives a meaningful portion of compensation in equity; subject to ownership guidelines (3x cash fee) and anti-pledging/hedging policies .
- Low conflict profile: No other public company directorships, reducing interlock/conflict risk; no compensation committee interlocks or related-party relationships requiring disclosure .
- Potential watch items:
- Director compensation relies on time-based equity grants; no disclosed performance conditions for director equity (common practice but minimal pay-for-performance tie-in for directors) .
- Ownership guideline compliance status is monitored but not disclosed by individual; continue to monitor beneficial ownership trends versus guideline .
- Shareholder sentiment context:
- Say-on-Pay support was approximately 94% at the 2024 annual meeting, indicating broad investor support for the company’s compensation practices overall .
Related Party Transactions and Policies
- Process: Management reviews proposed related-party transactions; Audit Committee oversight with conflicted parties recused .
- 2024 disclosures: No compensation committee member relationships requiring Item 404 disclosure; no delinquent Section 16(a) reports .
Signals & Red Flags
- No red flags identified:
- Independence affirmed; no reported related-party transactions tied to Donovan; anti-hedging/anti-pledging policies in place; 100% attendance; no additional public directorships .