David Myers
About C. David Myers
Independent director at The Manitowoc Company, Inc. (MTW); age 61; director since 2016. Former President, Building Efficiency at Johnson Controls (2005–2014) and prior President/CEO and CFO at York International; earlier career as Senior Manager at KPMG, bringing deep finance, accounting, operational, and cybersecurity expertise . Determined independent under MTW’s Board criteria and NYSE standards .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johnson Controls, Inc. | President – Building Efficiency | 2005–2014 | Led global diversified technology/industrial segment |
| York International Corporation | President & CEO; earlier CFO/EVP roles | CEO 2004–2005; CFO/EVP prior | Guided HVAC/R products/services; leadership through acquisition by Johnson Controls |
| KPMG LLP | Senior Manager | Not disclosed | Foundation for accounting and financial controls expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlisle Companies Inc. (NYSE: CSL) | Director | Current (dates not disclosed) | Public company board experience |
| The Boler Company (Hendrickson International) | Director | Current | Private company board oversight |
| Children’s Hospital of Wisconsin | Former board member | Not disclosed | Community/non-profit governance experience |
Board Governance
- Independence: Independent director; Audit, Compensation, Corporate Governance & Sustainability committees are fully independent .
- Leadership/Committee rotation: 2024 Audit Committee Chair; 2025 Corporate Governance & Sustainability Committee Chair; 2025 Audit Committee member—demonstrates breadth across risk oversight and board governance .
- Audit committee financial expert: Board determined Myers is an “audit committee financial expert” (SEC definition) .
- Board and committee engagement: Board met 6 times in 2024 with all current members at ≥75% attendance; Audit Committee met 5 times; Corporate Governance & Sustainability Committee met 5 times .
- Executive sessions: Independent directors meet regularly (≥4 times/year) without management .
- Board chair: Non-Executive, independent chair; clear lead-director framework if chair not independent .
| Item | 2024 | 2025 |
|---|---|---|
| Committee Memberships | Audit Committee (Chair); Corporate Governance & Sustainability (member) | Corporate Governance & Sustainability (Chair); Audit Committee (member) |
| Audit Committee Financial Expert | Yes | Yes |
| Board Meetings | 6; ≥75% attendance for all directors | Not disclosed (structure consistent with prior year) |
| Committee Meetings | Audit: 5; Governance: 4 (2023 baseline) / 5 (2024) | Audit: 5; Governance: 5 |
Fixed Compensation
- Director retainer structure (as of May 1, 2024): Board member $80,000; Audit Chair $25,000; Compensation Chair $20,000; Governance Chair $17,500; Committee member retainers: Audit $10,000; Compensation $7,500; Governance $7,500; Non-Exec Chair $125,000; Annual equity grant guideline $135,000 .
- Myers actual 2024 director compensation: Cash fees $112,500; Stock award grant-date fair value $118,516; Total $231,016 (stock grant vested immediately) .
- Prior year 2023 compensation: Cash fees $110,000; Stock award $136,243; Total $246,243 (equity grant guideline raised to $135,000 in 2023) .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $110,000 | $112,500 |
| Stock Awards ($) | $136,243 (unrestricted; immediate vest) | $118,516 (unrestricted; immediate vest) |
| Total ($) | $246,243 | $231,016 |
Performance Compensation
- Director equity is a fixed annual stock grant (guideline $135,000) based on 20-day average price at grant; grants are not performance-based and vest immediately upon grant in 2023–2024 .
| Equity Feature | 2023 | 2024 |
|---|---|---|
| Annual Equity Grant Guideline ($) | $135,000 (increased from $125,000 as of May 1, 2023) | $135,000 |
| Vesting | Immediate (unrestricted stock) | Immediate (unrestricted stock) |
| Grant mechanics | Shares based on 20-day average closing price; expense at grant-date close | Shares based on 20-day average closing price; expense at grant-date close |
Other Directorships & Interlocks
| Company | Relationship to MTW | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Carlisle Companies Inc. (CSL) | Myers is director | None disclosed with MTW | Independence affirmed; Board reviewed supplier ties for other directors (Cummins, Parker), not Carlisle |
| Suppliers tied to other directors (context) | Cummins; Parker | Arms-length; immaterial vs supplier revenues; Audit Committee-approved | Cummins ~$25.2M (0.074% Cummins revenue); Parker ~$5.0M (0.025% Parker revenue) in 2024 |
- Related-party transactions: None in 2024 and none in 2023 (policy requires Audit Committee review/approval) .
Expertise & Qualifications
- Financial controls and accounting: Former KPMG Senior Manager; former CFO and President roles at York; designated “audit committee financial expert” .
- Manufacturing/industrial operations: Senior executive leadership at York and Johnson Controls; global operations oversight .
- Cybersecurity oversight: Board biography highlights cybersecurity expertise, with regular board updates on IT/cyber risks .
- Board governance: Chairs Corporate Governance & Sustainability Committee in 2025; prior Audit Chair in 2024 .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 70,585 |
| % of Shares Outstanding | ~0.20% (70,585 / 35,442,131) |
| Pledged as Collateral | None |
| Unvested RSUs Outstanding (Directors) | None as of 12/31/2024 |
| Compliance with Director Ownership Guidelines (5x cash retainer) | Directors in compliance or projected to be in compliance |
Governance Assessment
- Committee leadership signal: Transition from Audit Chair (2024) to Governance Chair (2025) indicates multi-disciplinary governance strength across financial oversight and board composition/sustainability; continued Audit membership preserves risk oversight depth .
- Independence and attendance: Independent status, regular executive sessions, and strong attendance underpin board effectiveness and accountability .
- Alignment: Material stock ownership, immediate-vesting director equity, and strict ownership guidelines support alignment, with anti-hedging/anti-pledging policy in place .
- Compensation committee governance: Use of independent consultant WTW; no consultant conflicts; robust clawback policy adopted; no excise-tax gross-ups in omnibus plan; no options repricing .
- Shareholder feedback signals: Say-on-pay support improved from ~75.22% (2023) to 80.4% (2024); LTIP metrics refined to add Adjusted ROIC based on investor input .
RED FLAGS
- None identified: No related-party transactions, no pledging/hedging, director independence affirmed, and consistent attendance .