Robert Malone
About Robert W. Malone
Independent director of The Manitowoc Company (MTW); age 61; director since 2021. Currently Vice President and President – Filtration Group at Parker-Hannifin; prior CEO of Purolator Filters and senior roles at ArvinMeritor Light Vehicle Aftermarket and Arvin-Kayaba. Core credentials: international manufacturing operations leadership, market development, and operational integration efficiency. Independence affirmed by MTW’s Board under NYSE rules despite Parker being a supplier; Audit Committee approved supplier transactions and concluded no material relationship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker-Hannifin Corporation | Vice President & President – Filtration Group | Since 2014 | Led global filtration platforms; international operations and integration focus |
| Parker-Hannifin Corporation | Vice President of Operations, Filtration Group | 2013–2014 | Responsible for five divisions; sponsored global filtration platforms |
| Purolator Filters | President & Chief Executive Officer | Not disclosed | Led engineering, manufacturing, marketing, sales to OEM and aftermarket |
| ArvinMeritor LVA; Arvin-Kayaba, LLC | Senior leadership positions | Not disclosed | Manufacturing and product oversight |
External Roles
| Category | Company | Role | Public Company Board? |
|---|---|---|---|
| Employment | Parker-Hannifin (supplier to MTW) | VP & President – Filtration Group | No |
| Directorships | None | — | None |
Board Governance
- Committee assignments: Compensation Committee; Corporate Governance & Sustainability Committee; not a chair .
- Independence: Independent; Board reviewed supplier ties to Parker and confirmed independence .
- Attendance: Board met 6 times in 2024; all current members attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Engagement: Compensation Committee met 6 times in 2024; Corporate Governance & Sustainability Committee met 5 times in 2024 .
- Years of service: Director since 2021 .
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| Board Member Annual Retainer | $80,000 | Standard director cash retainer (as of May 1, 2024) |
| Compensation Committee Member Retainer | $7,500 | Member, not chair |
| Corporate Governance & Sustainability Committee Member Retainer | $7,500 | Member, not chair |
| Total Cash Fees Earned (2024) | $95,000 | Matches sum of retainers above |
Performance Compensation
| Item | Value/Terms | Vesting/Performance |
|---|---|---|
| Annual Equity Grant Guideline | $135,000 (stock grant) | Number of shares based on 20-day average; grants in 2024 vested immediately; no options |
| Stock Awards (2024 actual grant-date fair value) | $118,516 | Vested immediately; not restricted |
| Meeting/Per-Meeting Fees | None (not paid) | — |
Non-employee director equity is not performance-conditioned; awards vest immediately and are delivered in stock (no RSUs outstanding for directors at year-end 2024) .
Other Directorships & Interlocks
| Company | Relationship to MTW | 2024 Payments by MTW | Governance Treatment |
|---|---|---|---|
| Parker-Hannifin | Supplier; Malone is a senior executive | ~$5.0 million; ~0.025% of Parker net revenues | Arms-length; approved by Audit Committee; independence affirmed |
| Cummins (for Board peer context) | Supplier; another director (Davis) is executive | ~$25.2 million; ~0.074% of Cummins net revenues | Arms-length; approved by Audit Committee; independence affirmed |
Expertise & Qualifications
- International manufacturing operations; market development and integration experience across diversified manufacturers .
- Executive leadership credentials with filtration and automotive aftermarket exposure; alignment with MTW’s manufacturing and service focus .
Equity Ownership
| Metric | As of Mar 1/3 (record date) 2024 | As of Mar 3, 2025 |
|---|---|---|
| Common Shares Beneficially Owned | 18,081 | 26,847 |
| Ownership % of Outstanding Shares | <1% | <1% |
| Pledged Shares | None | None |
Insider Form 4 transactions (recent):
| Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|
| 2025-05-05 | Award (A) | 18,601 | 45,448 | https://www.sec.gov/Archives/edgar/data/61986/000089706925000908/0000897069-25-000908-index.htm |
| 2024-03-21 | Award (A) | 8,766 | 26,847 | https://www.sec.gov/Archives/edgar/data/61986/000089706924000758/0000897069-24-000758-index.htm |
| 2023-03-14 | Award (A) | 9,697 | 18,081 | https://www.sec.gov/Archives/edgar/data/61986/000156761923005153/0001567619-23-005153-index.htm |
| 2022-02-18 | Award (A) | 7,080 | 8,384 | https://www.sec.gov/Archives/edgar/data/61986/000156761922005318/0001567619-22-005318-index.htm |
| 2021-11-03 | Award (A) | 1,304 | 1,304 | https://www.sec.gov/Archives/edgar/data/61986/000156761921019339/0001567619-21-019339-index.htm |
Compensation Structure Analysis (Director)
| Year | Fees Earned (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| 2023 | $91,250 | $136,243 | $227,493 |
| 2024 | $95,000 | $118,516 | $213,516 |
- Mix shifted modestly toward cash in 2024 as stock award fair value declined vs. 2023; overall total compensation decreased ~6% YoY .
- Director compensation program reviewed periodically with outside consultants; 2024 guideline equity grant set at $135,000; no meeting fees .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Result |
|---|---|
| Advisory Say-on-Pay Support | 80.4% approval |
| Vote Counts | For 19,984,646; Against 4,881,685; Abstain 97,889; Broker Non-Votes 3,839,586 |
- Ongoing management-led shareholder engagement with Board oversight; use of independent consultant WTW for executive compensation and governance best practices .
Governance Assessment
- Board effectiveness: Independent director with relevant manufacturing operations expertise; active service on Compensation and Governance committees; governance committees met 6 and 5 times respectively in 2024, indicating regular oversight cadence .
- Independence and conflicts: Supplier relationship via Parker-Hannifin is a potential perceived conflict; however, transaction magnitude is de minimis relative to Parker revenues (~0.025%); transactions are arms-length and Audit Committee-approved; Board explicitly affirmed independence. Monitor for procurement decision influence; low intrinsic risk given controls and disclosure .
- Attendance and engagement: Met ≥75% attendance threshold; presence at annual meeting; independent director executive sessions occur ≥4 times per year, supporting robust oversight without management present .
- Director compensation alignment: Equity grants create shareholder alignment; immediate vesting reduces retention leverage but avoids performance gaming; stock ownership guidelines require 5x annual cash retainer, with compliance tracked and directors in/compliant or projected compliant as of year-end 2024 .
- RED FLAGS: None observed in 2024—no related-person transactions, no pledging/hedging, no option repricing; clawback policy effective October 2023; separation of Chair/CEO and majority independent Board structure are positives .
Overall signal: Experienced operator with independent status affirmed despite supplier ties; compensation and ownership practices align with shareholders; no attendance or pay anomalies; continued monitoring of supplier interlock appropriate for investor confidence .