Sandra Phillips

About Sandra L. Phillips

Independent director of MSA Safety since 2017; age 59. She chairs the Nominating & Corporate Governance Committee and serves on the Audit and Law Committees. Professionally, she is Senior Vice President, Enterprise Integrity, Chief Sustainability Officer and Chief Legal Officer at Toyota Motor North America (since April 2024), with prior senior legal and corporate resources roles at Toyota and earlier partnership at Morgan, Lewis & Bockius. The Board has determined she is independent. Attendance policy was met across the Board in 2024, and MSA maintains director ownership guidelines (5x cash retainer) and prohibits hedging/pledging.

Past Roles

External Roles

Board Governance

• Independence: Board determined Phillips is independent.
• Committee assignments and activity:
  • Nominating & Corporate Governance Committee – Chair; 3 meetings in 2024.
  • Audit Committee – Member; 6 meetings in 2024.
  • Law Committee – Member; 2 meetings in 2024.
• Committee scope highlights (as NCG Chair): board/committee composition and refreshment, director compensation and ownership levels, board/committee/lead director assessments, director onboarding/education, ESG oversight processes.
• Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the prior annual meeting.
• Ownership alignment: Director stock ownership guideline equals at least 5x the annual cash retainer; as of Dec 31, 2024, each non‑employee director satisfied the guideline.
• Hedging/pledging: Company policy prohibits short sales, hedging (puts/calls/derivatives), and pledging of MSA stock by directors, officers, and equity award recipients.
• Shareholder feedback context: 2025 Say‑on‑Pay passed (For: 33,750,034; Against: 978,621; Abstain: 35,055; Broker Non‑Votes: 2,893,839). 2024 Say‑on‑Pay received 97.2% support.

Fixed Compensation

Performance Compensation

• Director equity is time‑vesting (not performance‑based); Phillips elected to defer her 2024 award into RSUs, settled after departure, reinforcing long‑term alignment.
• Executive pay‑for‑performance framework (oversight context for Board): Annual cash incentives for NEOs tied to financial metrics; below is the 2024 scorecard used for Named Executive Officers.

• Long‑term incentives for executives are PSUs and RSUs with metrics of Adjusted EBITDA Margin% and Revenue Growth, modified by relative TSR; 2022 PSUs paid at 220% of target; 2023 PSU interim at 50% through year two.

Other Directorships & Interlocks

Expertise & Qualifications

• Legal, sustainability, and human capital leadership at a large global manufacturer; operational exposure and enterprise risk perspective.
• Financial literacy required of Audit Committee members; all Audit members satisfy NYSE financial literacy requirements.
• Governance leadership as NCG Chair: board refreshment, director compensation and ownership levels, performance evaluations, director education, and ESG oversight processes.

Equity Ownership

Governance Assessment

• Strengths
  • Independent director with deep legal and sustainability credentials; chairs NCG and serves on Audit and Law—strong alignment to governance, ESG, and risk oversight.
  • Ownership alignment: compliant with director ownership guideline; elected to defer equity into RSUs, signaling long‑term orientation.
  • Board discipline: all‑independent standing committees; strong attendance; hedging/pledging prohibited; robust board/committee self‑assessments.
  • Shareholder support context remains high (2025 Say‑on‑Pay passed; 2024 support 97.2%).
• Potential watch‑items
  • As NCG Chair, she oversees director compensation and ownership levels—investors may monitor alignment between changes to director pay programs and long‑term shareholder outcomes (e.g., 2024 equity award increased to $145,000).
  • No related‑party transactions disclosed involving Phillips; continue to monitor standard related‑party oversight processes.