Robert Bruggeworth
MSA SafetyAbout Robert A. Bruggeworth
Robert A. Bruggeworth, age 63, has served on MSA’s Board since 2007 and is the Board’s Lead Independent Director (since May 2017). He is currently President and CEO of Qorvo, Inc., bringing deep experience in global operations, M&A, manufacturing, and governance; he is nominated for re‑election to the Class of 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RF Micro Devices, Inc. | President & CEO (prior to merger with TriQuint to form Qorvo) | Pre-2015 (through merger close Jan 2015) | Led high‑tech manufacturing and M&A integration experience applicable to MSA oversight |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Qorvo, Inc. | President & CEO; current public company directorship | CEO since Jan 2015; current director | Current outside public company role; relevant to board load assessment . |
| Seagate Technology Holdings plc | Independent Director | Nov 2022 – Oct 2024 | Former public directorship; ended Oct 2024 . |
Board Governance
- Independence: The Board determined Mr. Bruggeworth is independent under NYSE and Board standards .
- Lead Independent Director: Serving since May 2017 with defined authorities (e.g., presides over executive sessions, sets agendas with Chair/CEO, liaises with independent directors, contributes to CEO evaluation) .
- Committees (2024): Compensation & Talent Management (member); Nominating & Corporate Governance (member). Both committees are fully independent .
- Attendance/Engagement: The Board met six times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended last year’s Annual Meeting. MSA also limits non‑management directors to a maximum of three public company boards, including MSA .
- Board Structure: Four fully independent board committees; annual election of Non‑Executive Chairman and Lead Independent Director .
Fixed Compensation (Director)
| Element | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non‑employee director retainer . |
| Lead Independent Director retainer | $30,000 | Additional role-based cash retainer . |
| Committee chair retainers | N/A | Applies only to committee chairs; Mr. Bruggeworth was not a chair in 2024 . |
| Meeting fees | None | No Board/committee meeting fees . |
| Fees earned in cash (actual) | $118,599 | 2024 Fees Earned or Paid in Cash (individual) . |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting/Deferral | Notes |
|---|---|---|---|---|---|
| May 15, 2024 | Restricted Stock | 755 | $145,126 | Vests after one year; directors may elect deferral (into RSUs) | Standard annual equity award of $145,000 target; deferral program available since 2020; deferrers in 2024 did not include Mr. Bruggeworth . |
Directors’ annual equity grants are time‑vesting only (no performance metrics). No meeting-based equity; no stock options in the director program .
Other Directorships & Interlocks
- Current other public company board: Qorvo, Inc. (also CEO) .
- Prior public company board: Seagate Technology Holdings plc (Nov 2022–Oct 2024) .
- Compensation Committee interlocks: None involving Compensation & Talent Management Committee members (Mr. Bruggeworth served as a member) .
Expertise & Qualifications
- CEO of a global, publicly traded high‑tech manufacturer; specific expertise in mergers & acquisitions, manufacturing, marketing, and material sourcing for advanced technology products; senior leadership, strategic planning, and governance acumen .
- As Lead Independent Director, provides board leadership, presides over executive sessions, and supports CEO evaluation—key for oversight effectiveness .
Equity Ownership
| Holder | Total Beneficial Ownership (Common) | Detail | % of Outstanding | Pledged? |
|---|---|---|---|---|
| Robert A. Bruggeworth | 36,648 | Includes 2,823 non‑trust and 33,825 trust shares; beneficial ownership includes 755 unvested restricted shares with voting rights . | ~0.09% (36,648 / 39,260,624 shares outstanding as of Feb 14, 2025) . | Company policy prohibits pledging/hedging; no pledging disclosed for him . |
- Director Ownership Guideline: At least 5x the annual cash retainer; as of Dec 31, 2024, each non‑employee director satisfied the guideline .
Governance Assessment
- Positives (Board effectiveness and alignment)
- Long‑tenured independent director with eight years as Lead Independent Director; robust authorities (executive sessions, agenda setting, CEO evaluation input) enhance independent oversight .
- Service on key governance committees (Compensation & Talent Management; Nominating & Corporate Governance) supports board refreshment, pay oversight, and governance rigor; both committees fully independent; no compensation committee interlocks .
- Strong ownership alignment: director guideline of 5x retainer met by all non‑employee directors; annual equity grant in stock; hedging/pledging prohibited .
- Engagement: ≥75% meeting attendance; board conducts annual assessments and maintains capped outside board seats (≤3) for non‑management directors .
- Potential watch items (noted for monitoring)
- Board tenure: Director since 2007—valuable continuity but may raise independence‑perception questions for some investors; Board annually affirms independence .
- External CEO role at Qorvo implies significant time commitments; MSA policy caps public boards and he appears within limits (MSA + Qorvo) .
- No related‑party transactions disclosed for Mr. Bruggeworth; company maintains a formal related‑party policy and independent review process .
- Broader shareholder sentiment signal: Say‑on‑pay received 97.2% support in 2024, suggesting generally strong investor confidence in compensation governance (context for overall board credibility) .
Board Governance (Detail)
| Topic | Status / Detail |
|---|---|
| Independence | Independent director (Board‑determined) . |
| Roles | Lead Independent Director (since May 2017); Director since 2007; Class of 2028 nominee . |
| Committees | Compensation & Talent Management (member); Nominating & Corporate Governance (member) . |
| Executive Sessions | Lead Independent Director presides over regular executive sessions of independent directors . |
| Attendance | Board met 6 times in 2024; all directors ≥75% attendance; all directors attended last Annual Meeting . |
| Outside Boards Policy | Non‑management directors limited to ≤3 public company boards (including MSA) . |
Fixed Compensation (Program Reference)
| Component | Amount |
|---|---|
| Annual cash retainer | $85,000 |
| Lead Independent Director retainer | $30,000 |
| Committee chair retainers | Audit $17,500; Compensation $12,500; Law/Nominating $10,000 |
| Meeting fees | None |
Performance Compensation (Program Reference)
| Component | Standard Director Award | Vesting | Notes |
|---|---|---|---|
| Annual equity | $145,000 in restricted stock | One year | Deferral option (into RSUs) available; 2024 grant: 755 shares/units on May 15, 2024 . |
Related-Party Exposure and Policies
- No related‑party transactions involving Mr. Bruggeworth are disclosed in the proxy; MSA’s policy requires review and approval of related‑party transactions >$120,000 by the Nominating & Corporate Governance Committee .
- Hedging/Pledging: Prohibited for directors, officers, and equity award recipients; short sales and derivatives also prohibited .
Compensation Committee Analysis (Context)
- Compensation & Talent Management Committee members (including Mr. Bruggeworth) were all independent in 2024; the company uses Pay Governance, LLC as an independent consultant with no identified conflicts; no interlocking relationships reported .