William Sperry
MSA SafetyAbout William R. Sperry
William R. Sperry, age 63, has served on MSA’s Board since 2019 and is an independent director. He is Executive Vice President and Chief Financial Officer of Hubbell Incorporated (since June 2012), with prior roles in corporate strategy and investor relations and earlier experience across investment banking, financial services, and consulting. At MSA, Sperry chairs the Audit Committee and is designated an SEC Rule 10A‑3 “audit committee financial expert,” bringing deep expertise in public company accounting, risk management, disclosure controls, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hubbell Incorporated | VP, Corporate Strategy & Development; Head of Investor Relations | Prior to June 2012 (dates not specified) | Strategy development and investor relations leadership |
| Investment banking/financial services/consulting | Various roles | Prior (dates not specified) | Finance and advisory experience relevant to audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hubbell Incorporated | Executive Vice President and Chief Financial Officer | Since June 2012 | Public company CFO; no current public directorships disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; members Pearse and Phillips; all independent; Sperry and Pearse designated as audit committee financial experts; Audit Committee met 6 times in 2024 .
- Independence: Board determined Sperry is independent; Board comprises eight independent directors and four fully independent committees .
- Attendance: Board met six times in 2024; all directors attended at least 75% of Board and committee meetings; directors are expected to attend the annual meeting and all attended last year .
- Lead Independent Director: Robert A. Bruggeworth; duties include chairing executive sessions of independent directors and agenda-setting with Chair/CEO .
- Governance practices: Annual board and committee self-assessments; individual director peer assessments conducted two out of every three years .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Non‑employee director cash retainer |
| Audit Committee Chair retainer | $17,500 | Chair premium for Audit Committee |
| Board/committee meeting fees | None | No per‑meeting fees |
| Cash earned (2024) | $102,500 | Sum of retainer + Audit Chair fee |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| May 15, 2024 | Restricted Stock | 755 | $145,126 | Vests after one year (director plan) | Not deferred (only Jordan, Savi, Pearse, Phillips deferred) |
- Annual director equity program: $145,000 in restricted stock, vesting after one year; directors may elect to defer into RSUs; pro‑rated for mid‑year changes; total shares authorized under 2024 plan: 93,439 .
- 2024 total director compensation (Sperry): $247,626 (Cash $102,500; Equity $145,126) → cash ~41%, equity ~59% for 2024 .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| None | — | Current public directorships | The proxy lists none for Sperry |
- Compensation Committee interlocks: None disclosed among committee members; 2024 members were Bruggeworth, Roberts, Savi (Chair) .
- Related-party transactions: Board maintains a formal policy; 2024 disclosure highlights a PNC relationship relevant to director Jordan; no related‑party transactions disclosed involving Sperry .
Expertise & Qualifications
- CFO of a publicly traded international corporation; expertise in accounting, disclosure controls, risk management, financial systems, and M&A .
- Audit committee financial expert designation; independent oversight of financial reporting and controls .
- Oversight areas: external auditor selection and fees; internal and disclosure controls; capital structure and dividends; code of conduct and compliance (including anti‑bribery); quarterly cybersecurity oversight; periodic ESG metric disclosures .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| William R. Sperry | 6,359 | 0.016% | Shares outstanding: 39,260,624; director restricted shares (755) counted as voting only; all non‑employee directors meet 5x retainer ownership guideline |
- Director stock ownership guideline: at least five times annual cash retainer; as of Dec 31, 2024 all non‑employee directors satisfied this guideline .
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging of Company securities by directors and officers .
Governance Assessment
- Strengths: Independent status; Audit Chair with SEC financial expert designation; strong committee remit including cybersecurity and capital structure oversight; documented high attendance; robust director equity ownership guideline compliance; hedging/pledging prohibitions support alignment .
- Pay mix: Majority of 2024 compensation delivered in equity (restricted stock), aligning interests with shareholders; no meeting fees; clear chair premium structure .
- Shareholder signals: 2024 Say‑on‑Pay support at 97.2%, indicating overall investor confidence in compensation governance framework .
- Potential red flags: None disclosed specific to Sperry (no related‑party transactions, no committee interlocks). Note that external CFO responsibilities can constrain time, but MSA limits non‑management directors to three public company boards; Sperry holds no other public directorships per proxy .