William Lambert
MSA SafetyAbout William M. Lambert
William M. Lambert, age 66, is an independent director of MSA Safety Incorporated, serving on the Board since 2007. He is the former President and Chief Executive Officer of MSA (retired May 2018), previously served as Chairman (May 2015–May 2018) and later Non‑Executive Chairman (May 2018–May 2020), and brings deep operating and industry expertise to the Board; he is currently a member of the Board’s Law Committee . The Board has determined Mr. Lambert is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSA Safety Incorporated | President & Chief Executive Officer | Until May 2018 | Led strategy execution; extensive product, marketing, finance, and safety industry expertise |
| MSA Safety Incorporated | Chairman of the Board | May 2015 – May 2018 | Board leadership during CEO tenure; governance oversight |
| MSA Safety Incorporated | Non‑Executive Chairman | May 2018 – May 2020 | Independent board leadership post-CEO |
| MSA Safety Incorporated | Long‑tenured executive/engineer | >35 years total employment | Joined as design engineer; numerous executive roles >20 years |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kennametal Inc. | Chairman (current) | Not disclosed | Public company board leadership at industrial peer |
Board Governance
- Independence: The Board has determined Mr. Lambert is independent; MSA’s board has eight independent directors and four fully independent committees .
- Committee assignment: Member, Law Committee, which reviews legal matters that could present significant risk; committee met twice in 2024 (Chair: Gregory B. Jordan) .
- Attendance and engagement: The Board met six times in 2024; all directors attended at least 75% of Board and committee meetings, and all directors attended last year’s annual meeting .
- Board leadership/oversight: MSA maintains a Non‑Executive Chairman and a Lead Independent Director who chairs regular executive sessions of independent directors; four standing committees are chaired by independent directors .
- Overboarding policy: Non‑management directors are limited to three public company boards including MSA; director stock ownership guideline equals five times the annual director retainer .
Fixed Compensation
| Component | 2024 Director Program | Mr. Lambert – 2024 Reported |
|---|---|---|
| Annual cash retainer | $85,000 | $85,000 fees earned |
| Committee chair retainers | $17,500 Audit; $12,500 Comp & Talent Mgmt; $10,000 Finance/Law/NCG | None (not a chair) |
| Lead Independent Director retainer | $30,000 | Not applicable |
| Non‑Executive Chairman retainer | $100,000 | Not applicable |
| Meeting fees | None | None disclosed |
- Equity grant mechanics: Non‑employee directors receive an annual equity award of $145,000 in restricted stock (or RSUs if deferred) that vests after one year; on May 15, 2024, each non‑employee director was granted 755 shares (or 755 RSUs if deferred) .
- Mr. Lambert’s 2024 equity: Restricted Stock Award grant date fair value of $145,126; total 2024 director compensation $230,126 (cash + equity) .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Equity for directors | Time‑based restricted stock/RSUs | Vests after one year; no performance metrics for director equity |
Director compensation mix (Mr. Lambert, 2024): approximately 63% equity ($145,126) and 37% cash ($85,000), based on reported amounts .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Kennametal Inc. | Chairman | No related‑party transactions disclosed involving Mr. Lambert; Compensation Committee reported no interlocking relationships in 2024 (Lambert is not on that committee) . |
Expertise & Qualifications
- Former CEO and long‑tenured MSA executive with expertise in strategy oversight and execution, product development, marketing, finance, and the global safety products industry; governance leadership experience as a public company chairman .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (common) | 43,452 shares as of February 14, 2025 |
| Restricted shares included | 755 restricted shares with voting power only (from 2024 grant) |
| Ownership as % of outstanding | ≈0.11% (43,452 of 39,260,624 shares outstanding) based on record date shares outstanding |
| Director stock ownership guideline | 5x annual retainer ($85,000); as of Dec 31, 2024, each non‑employee director satisfied the guideline |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors, officers, and employees who receive equity awards |
Governance Assessment
- Strengths: Independent status; high alignment via substantial share ownership and compliance with stringent director ownership guidelines; active role on Law Committee overseeing significant legal risk; robust board structure with independent leadership and executive sessions enhances oversight .
- Shareholder signals: 2024 Say‑on‑Pay passed with 97.2% support, indicating broad investor approval of compensation governance; clawback policies (mandatory and discretionary) further strengthen accountability .
- Attendance/engagement: Met required attendance thresholds (Board: six meetings; all directors ≥75% participation) .
- Potential conflicts/related‑party exposure: No related‑party transactions disclosed involving Mr. Lambert; company maintains a formal related‑party review policy; Compensation Committee reported no interlocks in 2024 (Lambert is not a member) .
- Watch items: While a former CEO, the Board has expressly determined Mr. Lambert to be independent under its standards; not serving on Audit or Compensation committees further mitigates perceived independence concerns .