Diane Pearse
MSA SafetyAbout Diane M. Pearse
Independent director at MSA Safety Incorporated; Director since 2004; age 67. Brings extensive financial, accounting, and operational expertise from senior roles in consumer products and retail, and is designated by the Board as an Audit Committee financial expert under SEC Rule 10A‑3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hickory Farms, LLC | Chief Executive Officer and President | Mar 2016 – Feb 2022 | Led specialty food company; financial and operational oversight |
| Garrett Brands, LLC | Chief Operating Officer | May 2015 – May 2016 | Operations leadership; artisanal consumer products |
| Redbox Automated Retail, LLC | SVP, Operations & Merchandising | Not disclosed | Scaled automated retail; operations/merchandising oversight |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Li‑Cycle Corp. | Director | Public | Current public company directorship |
Board Governance
| Item | Status/Details | Source |
|---|---|---|
| Independence | Board determined Pearse is independent | |
| Board Service | Continuing director; term expires in 2026 | |
| Committees | Audit (member); Law (member) | |
| Committee Chair Roles | None | |
| Audit Committee meetings (2024) | 6 | |
| Law Committee meetings (2024) | 2 | |
| Financial Expert | Audit committee financial expert designation | |
| Attendance | All directors attended ≥75% of Board and committee meetings; all attended last annual meeting | |
| Board Limits | Policy caps non‑management directors at 3 public company boards | |
| Director Stock Ownership Guideline | ≥5x annual director cash retainer; all non‑employee directors met guideline as of 12/31/2024 |
Fixed Compensation (Director)
| Component | 2024 Value | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Standard for non‑employee directors |
| Committee Chair Retainers | Audit: $17,500; Comp/Talent: $12,500; Finance/Law/NCG: $10,000 | Pearse is not a chair |
| Board/Committee Meeting Fees | None | |
| Lead Independent Director Retainer | $30,000 | Not applicable to Pearse |
| Non‑Executive Chairman Retainer | $100,000 | Not applicable to Pearse |
| “Fees Earned or Paid in Cash” (Pearse, 2024) | $88,599 | As reported |
| Total 2024 Director Compensation (Pearse) | $233,725 | Cash + equity |
Performance Compensation (Director)
- Non‑employee director equity is granted as restricted stock or deferred restricted stock units; annual grant $145,000 fair value; vest after one year. Directors may elect deferral; Pearse elected deferral for 2024 and received RSUs (755 units for 2024 annual grant) .
- No performance‑based (metrics‑linked) compensation is disclosed for directors; no stock options are granted to directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Li‑Cycle Corp. | Director | Within MSA’s limit of ≤3 public boards; no related‑party transactions disclosed involving Pearse |
Expertise & Qualifications
- Financial, accounting, and operational leadership in consumer/retail; Audit Committee financial expert designation supports strong financial oversight .
- Committee experience spans Audit (financial reporting, controls, cyber oversight) and Law (review of significant legal/product safety risks) .
- Independent status affirmed by the Board; participates in annual board/committee self‑assessments and director peer assessments framework .
Equity Ownership
| Item | Shares/Units | Notes |
|---|---|---|
| Common Stock beneficially owned | 35,850 | Voting/investment power; % of class not shown (<1%) |
| Deferred RSUs (unissued; count toward guideline, no voting) | 4,904 | From prior director equity deferrals; not included in beneficial ownership table |
| Guideline Compliance | Met | All non‑employee directors met ≥5x retainer guideline at 12/31/2024 |
| Hedging/Pledging | Prohibited by company policy | Applies to directors; short sales, puts/calls, pledging banned |
Governance Assessment
- Strengths: Independence; Audit financial expert designation; multi‑committee service (Audit/Law); attendance threshold met; stock ownership guideline met; director equity deferral aligns incentives long‑term .
- Compensation: Standard market‑aligned director pay mix (cash retainer + time‑vested equity); no meeting fees; no options; transparent equity plan with deferral feature .
- Conflicts/Related party: No related‑party transactions disclosed pertaining to Pearse; company maintains formal related‑party review policy via NCG Committee .
- Red Flags: None disclosed specific to Pearse; company prohibits hedging/pledging, maintains clawback for executives (broader governance tone), and achieved 97.2% Say‑on‑Pay support in 2024 indicating positive shareholder sentiment toward compensation governance .