Emily Liggett
About Emily Liggett
Independent director of Materion Corporation since 2020; age 69. She is CEO of Liggett Advisors (strategy/execution consulting) and previously served as CEO of NovaTorque (2009–2016), Apexon (2004–2007), and Capstone Turbine (2002–2003), with earlier executive roles at Raychem/Tyco Ventures (1984–2001). She is independent under NYSE standards and currently serves on the Audit & Risk Committee and the Nominating, Governance & Corporate Responsibility (NGCR) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NovaTorque, Inc. | President & CEO | 2009–2016 | Led high-efficiency electric motors business through sale to Regal Beloit |
| Apexon, Inc. | President & CEO | 2004–2007 | Supply chain optimization software; operating leadership in industrial tech |
| Capstone Turbine Corp. | President & CEO | 2002–2003 | Distributed energy/microturbines leadership |
| Raychem / Tyco Ventures | Corporate VP; Managing Director | 1984–2001 | Product, venture and technology commercialization across materials/electronics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ultra Clean Holdings, Inc. | Director | 2014–present | Public company directorship |
| Kaiser Aluminum Corporation | Director | 2018–2022 | Former public board |
| MTS Systems Corporation | Director | 2010–2016 | Former public board |
| Purdue Univ. School of Engineering | Advisory Board Member | 2000–2018 | Academic advisory experience |
Board Governance
- Independence and leadership: 8 of 9 nominees are independent; board has an independent Non‑Executive Chair (Khilnani). Liggett is independent under NYSE standards .
- Committee assignments (2024):
- Audit & Risk Committee – Member; 6 meetings in 2024 (full Board attended 2 of 6) .
- NGCR Committee – Member; 5 meetings in 2024 (all independent directors serve) .
- Attendance and elections: Board met 5 times in 2024; all directors attended at least 75% of Board and assigned committee meetings; annual election of directors with majority voting resignation policy .
- Executive sessions: Independent directors hold an executive session opportunity at each Board meeting .
- Risk oversight: Audit & Risk oversees financial, controls, precious metal security and cybersecurity; Board receives annual cyber training and technology strategy reviews .
Fixed Compensation
| Component (Director) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $70,000 | Standard non‑employee director cash retainer |
| Audit & Risk Committee member fee | $10,000 | Member retainer (Chair: $25,000) |
| NGCR Committee member fee | $5,000 | Member retainer (Chair: $10,000) |
| Total cash paid to Liggett (2024) | $85,000 | Matches reported fees paid in cash for Liggett |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | May 10, 2024 | 1,150 RSUs; grant-date FV $133,078 | Generally vests May 10, 2025 (1-year) | Directors typically receive $130,000 RSUs post‑meeting; valued using $115.72 close on grant day |
| Equity plan design | — | — | — | Director equity is time‑based RSUs (not performance‑conditioned); directors can defer into stock units |
Additional structure and safeguards:
- Director equity awards and deferrals now governed under the 2025 Equity & Incentive Plan; non‑employee director annual compensation capped at $850,000; robust clawback accommodation in plan and policies .
- Standard director equity award sizing: $130,000 of RSUs at the meeting (subject to rounding) .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Exposure |
|---|---|---|
| Ultra Clean Holdings, Inc. | Director | No interlocks with Materion disclosed in proxy . |
| Kaiser Aluminum (prior), MTS Systems (prior) | Former Director | No interlocks disclosed during 2024 . |
Related‑party transactions: None in 2024 (Committee reviews/approves any potential conflicts; none identified) .
Expertise & Qualifications
- Board‑relevant skills: Strategy, operations, product development, sales, marketing, and business development across industrial and technology businesses; international experience .
- Financial governance: Audit & Risk Committee member; Board has two designated audit committee financial experts (Phillippy and Toth) .
- ESG oversight: NGCR Committee member; committee oversees climate, EHS, sustainability, social responsibility, governance .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Emily M. Liggett | 3,883 | <1% | Includes 1,262 deferred shares under the Director Plan |
| Policy alignment | — | — | All non‑employee directors met ownership guidelines as of Dec 31, 2024 |
| Guidelines (Directors) | — | — | Increased to 6× annual cash retainer in 2025 (from 5×); 75% holding requirement until met |
| Hedging/Pledging | — | — | Hedging and pledging of Company stock prohibited for directors |
Governance Assessment
- Alignment and incentives: Balanced director pay mix with modest cash ($85k) and one‑year RSUs ($133,078); annual equity standard sized at $130k promotes alignment; optional deferral into stock units supports long‑term orientation .
- Independence and conflicts: Independence affirmed; no related‑party transactions disclosed; anti‑hedging/pledging policy reduces misalignment risks .
- Engagement and oversight: Serves on Audit & Risk and NGCR (key oversight committees); Board and committees met regularly; directors met attendance expectations; independent chair; executive sessions each meeting .
- Shareholder signals: Strong 2024 say‑on‑pay support (>94%) indicates investor confidence in compensation/governance framework; majority voting policy adds accountability .
- Red flags: None evident in proxy—no related‑party transactions, no pledging, and attendance thresholds met. Ongoing monitoring advisable for external board workload and audit committee memberships (company policy restricts >3 audit committees absent Board determination) .