Allison Aden
EnproAbout Allison K. Aden
Allison K. Aden, age 63, joined Enpro Inc.’s board in November 2024 and is designated an “independent” director. She is EVP, Chief Financial Officer and Treasurer of Cavco Industries (since August 2021), a CPA with a B.S.B.A. in Finance and an MBA from the University of Missouri, and is designated by Enpro’s board as an Audit Committee Financial Expert based on CFO experience and financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cavco Industries, Inc. | EVP, CFO & Treasurer | Aug 2021–present | Executive finance leadership, M&A; current external role |
| Diversified Technologies LLC | EVP & CFO | Jul 2018–Aug 2021 | Financial leadership at technology solutions provider |
| Schweitzer-Mauduit International, Inc. | EVP & CFO | Nov 2015–May 2018 | Finance leadership at advanced materials provider |
| Americold Realty Trust; Brambles Limited; LNR Property Corporation; PRG‑Schultz International | Senior finance roles | — | Key financial management positions (dates not disclosed) |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Cavco Industries, Inc. (NASDAQ: CVCO) | EVP, CFO & Treasurer | No | Executive role; not disclosed as a Cavco director in Enpro proxy |
Board Governance
- Committee assignments: Audit & Risk Management; Compensation & Human Resources; Nominating & Corporate Governance (no chair roles) .
- Audit Committee Financial Expert: Yes (board determined Ms. Aden meets SEC criteria) .
- Independence: Independent under NYSE standards and company guidelines .
- Attendance: In 2024, each director attended ≥75% of board and committee meetings during their period of service; board met 4 times .
Fixed Compensation
- Director compensation policy (2024): $100,000 annual cash retainer; ~$125,000 annual equity (shares or phantom shares); additional chair retainers: Audit $20,000; Comp $15,000; Nominating $10,000; Chair of the Board +$100,000. Compensation prorated for partial-year service and initial grants at election may be prorated .
- 2024 actual for Aden (prorated from Nov. 5, 2024 election): cash fees $15,618; stock awards $18,891; total $34,509 .
- Initial director grant: 127 shares at election (Nov. 5, 2024), share count based on 20‑day average price $153.15; dollar amount presented reflects $148.75 closing price on grant date (Enpro methodology) .
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer (prorated) | $15,618 | Prorated from Nov. 5, 2024 election |
| Equity grant (prorated) | $18,891 | 127 shares; pricing methodology disclosed |
| Total | $34,509 | — |
Performance Compensation
- Non‑employee directors do not receive performance‑based pay; annual director equity is granted as fully‑vested shares (or phantom shares, at the director’s election). No performance metrics, options, or vesting schedules apply to director equity awards; phantom shares settle at board departure .
- Equity awards to Aden:
- Nov. 5, 2024: 127 common shares (initial prorated award) .
- Feb. 13, 2025: 685 common shares (annual director grant), reported on Form 4 at $182.27; post‑transaction holdings 812 shares (see Beneficial Ownership below) .
| Grant Date | Award Type | Shares/Units | Valuation | Vesting |
|---|---|---|---|---|
| 2024‑11‑05 | Common shares | 127 | $18,891 reported (see table above) ; methodology: $148.75 close; 20‑day avg $153.15 | Fully vested at grant (director equity) |
| 2025‑02‑13 | Common shares (Form 4 “A”) | 685 | $182.27 per share (Form 4) | Fully vested at grant (director equity policy) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Transactions |
|---|---|---|---|
| — | — | — | No related‑party transactions involving Ms. Aden disclosed; board determined all directors other than the CEO are independent. The only transaction disclosed involved Mr. Keating’s employer (Excelitas) purchasing from Enpro’s Alluxa division (~$423k in 2024), deemed immaterial and not a material relationship; no Aden ties noted . |
Expertise & Qualifications
- 30‑year finance veteran with expertise in accounting, financial reporting, corporate strategy, M&A, IT and cybersecurity; experience across manufacturing, IT, financial services and real estate .
- CPA; Audit Committee Financial Expert designation at Enpro .
Equity Ownership
- Beneficial ownership (as of March 3, 2025): 812 Enpro common shares (Aden). Directors’ phantom shares: none; directors’ stock units (deferred) for Aden: none .
- Director stock ownership guidelines: must own Enpro shares equal to ≥5x annual cash retainer within 5 years of joining board; phantom shares count; compliance checked each February (all directors with ≥5 years’ service complied as of Feb. 13, 2025) .
- Anti-hedging and anti-pledging: Directors prohibited from hedging or pledging Enpro stock .
| Item | Amount/Status |
|---|---|
| Beneficial shares owned (Mar. 3, 2025) | 812 |
| Directors’ phantom shares | 0 |
| Directors’ stock units (deferred) | 0 |
| Ownership guideline | ≥5× cash retainer within 5 years; phantom shares count |
| Hedging/Pledging | Prohibited |
Insider Trades (Forms 3/4)
| Filing/Txn Date | Form | Type | Shares | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2024‑11‑05 / 2024‑11‑05 | 3 | Initial Statement | — | — | — | |
| 2024‑11‑06 / 2024‑11‑05 | 4 | A – Award (initial director grant) | 127 | $153.15 | 127 | |
| 2025‑02‑13 / 2025‑02‑13 | 4 | A – Award (annual grant) | 685 | $182.27 | 812 |
Governance Assessment
- Board effectiveness: Fresh addition (Nov. 2024) with deep CFO experience; assigned to all three key oversight committees (Audit, Compensation, Nominating), enhancing financial oversight and risk governance; designated Audit Committee Financial Expert .
- Independence and attendance: Classified as independent; board reports ≥75% attendance for all directors during 2024 service periods .
- Alignment and incentives: Director pay is modest and balanced (cash + fully‑vested equity), with robust ownership guidelines and prohibitions on hedging/pledging that support shareholder alignment .
- Conflicts/related‑party: No related‑party transactions involving Aden disclosed; board specifically reviewed director relationships and found no material relationships other than the CEO; separate immaterial customer relationship noted for another director (Keating) was reviewed and deemed not material .
- Control environment signals: Board and Compensation Committee maintain clawback policies; a 2025 evaluation of a 2022 cash flow statement restatement concluded no clawbacks were required given impact and scope—demonstrating active oversight of compensation governance and financial reporting integrity .
Overall signal: Strong independence, financial expertise, and equity alignment; no disclosed conflicts related to Aden. Her multi‑committee service and “financial expert” status bolster audit rigor and compensation oversight, supporting investor confidence .