Greg Jordan
MSA SafetyAbout Gregory B. Jordan
Gregory B. Jordan, age 65, is an independent director of MSA Safety (director since 2019) and chairs the Board’s Law Committee. He is the former EVP, General Counsel and Chief Administrative Officer of The PNC Financial Services Group (Feb 2016–Sep 2024) and currently serves in a part‑time advisory capacity as Vice Chair at PNC following his retirement; previously he was global managing partner of Reed Smith LLP, chairing its senior management team and executive committee . The Board affirmatively determined Mr. Jordan is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The PNC Financial Services Group, Inc. | EVP, General Counsel & Chief Administrative Officer | Feb 2016 – Sep 2024 | Led legal, administrative, risk and governance functions for a large public financial institution . |
| The PNC Financial Services Group, Inc. | Vice Chair (part‑time advisory role to Board Chair/CEO) | Since Sep 2024 | Advisory role following retirement from GC/CAO; non-operating capacity . |
| Reed Smith LLP | Global Managing Partner; Chair of senior management team and executive committee | Prior to PNC roles | Oversaw strategic and financial matters at a global law firm . |
External Roles
| Organization | Role | Public Company Directorship? | Notes |
|---|---|---|---|
| The PNC Financial Services Group, Inc. | Vice Chair (part‑time advisory) | No | Advisory capacity since Sep 2024 . |
| — | — | None | Mr. Jordan holds no other current public company directorships . |
Board Governance
- Committee assignments: Law Committee (Chair). The Law Committee reviews legal matters that could present significant risk; it met twice in 2024 and includes directors Lambert, Pearse and Phillips .
- Independence: The Board determined Mr. Jordan is independent; it reviewed MSA’s banking and credit agreements with PNC (where Mr. Jordan is Vice Chair) and found payments to PNC in 2024 were ~0.0389% of PNC’s revenues and the relationships were arms‑length and longstanding; the Board concluded the relationship is not material and does not impair independence .
- Attendance and engagement: The Board met six times in 2024; all directors attended at least 75% of Board and committee meetings, and directors are expected to attend the Annual Meeting (all did last year) .
- Board workload policy: Non‑management directors are limited to serving on no more than three public company boards, including MSA .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard director cash retainer . |
| Committee chair retainer (Law) | $10,000 | Law/Nominating/Finance chair fee; Audit chair $17,500; Comp & Talent chair $12,500 . |
| Meeting fees | None | No per‑meeting fees . |
| Lead independent director retainer | $30,000 | Applies if serving as Lead Independent Director (not applicable to Jordan) . |
| Non‑Executive Chairman retainer | $100,000 | Applies to Board Chair (not applicable to Jordan) . |
| 2024 cash paid to Jordan | $95,000 | Reflects retainer + Law chair retainer . |
| Ownership guideline | 5x annual cash retainer | Must be satisfied within five years; as of Dec 31, 2024, all non‑employee directors met the guideline . |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| Director RSU (deferral of equity) | May 15, 2024 | 755 units | $145,126 | Vests after one year | Elected to defer; RSUs have dividend equivalents and no voting rights . |
- Director equity program: Annual equity award of $145,000 in restricted stock that vests after one year; directors can elect to defer into RSUs (count toward ownership guidelines; no voting rights; RSUs include dividend equivalents) .
- 2024 equity grants: On May 15, 2024, each non‑employee director received 755 restricted shares or, if deferring, 755 RSUs; Mr. Jordan elected deferral .
- 2024 total director compensation for Jordan: $240,126 (cash $95,000; equity $145,126) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Compensation Committee interlocks | None; the company disclosed no interlocking relationships for the Compensation and Talent Management Committee . |
Expertise & Qualifications
- Brings extensive legal, operational, risk management, and corporate governance expertise from serving as PNC’s GC/CAO and as a global law firm managing partner; also significant international management experience .
- Chairs the Board’s Law Committee, providing focused oversight of legal and product safety risk matters .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 1,520 shares | As of Feb 14, 2025; excludes deferred RSUs . |
| Deferred RSUs (director equity deferrals, not counted as beneficially owned until settlement) | 4,904 units | Director deferral units per proxy footnote . |
| Ownership guideline status | Satisfied | All non‑employee directors met the 5x retainer guideline as of Dec 31, 2024 . |
| Pledging/hedging | Prohibited | Insider trading policy prohibits hedging and pledging by directors . |
Governance Assessment
- Strengths: Independent director with deep legal/governance background; chairs a risk‑focused committee; high board engagement; strong director ownership requirements (all met); hedging/pledging prohibited; and shareholders showed robust say‑on‑pay support (2024 approval 97.2%; 2025 votes For 33,750,034 vs. Against 978,621) .
- Related‑party exposure (monitored): MSA maintains credit facilities where PNC serves as administrative agent and lender; payments to PNC in 2024 were ~0.0389% of PNC revenues; Board concluded the relationship is de minimis, arms‑length, longstanding, and not material to independence; continue to monitor for changes in scope or materiality (no impairment found) .
Board Governance (Reference Data)
| Committee | Role | 2024 Meetings | Mandate |
|---|---|---|---|
| Law | Chair (Jordan) | 2 | Reviews legal matters posing significant risk; oversees product safety program . |
Shareholder Feedback Signals
- 2025 annual meeting: Jordan re‑elected (Votes For 33,173,816; Withheld 1,589,894; Broker non‑votes 2,893,839). Auditor ratification: For 37,252,097 vs. Against 353,522. Say‑on‑pay: For 33,750,034 vs. Against 978,621 .
- 2024 annual meeting (context): Say‑on‑pay passed with 97.2% support per proxy summary .
RED FLAG (monitored): Banking relationship with PNC where Jordan has an advisory role—currently assessed as immaterial and at market terms; Board concluded independence is unaffected. Maintain vigilance for any expansion of PNC engagements, fee increases, or changes in Jordan’s role that could alter materiality or create influence risks .