David Hauser
EnproAbout David Hauser
Independent Chairman of the Board of Enpro Inc. (NPO). Age 73; director since 2007. Former Chairman and CEO of FairPoint Communications (2009–2011) and long-time CFO/treasurer at Duke Energy (various roles 1998–2009). Holds a B.A. from Furman University and an MBA from the University of North Carolina at Charlotte .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FairPoint Communications, Inc. | Chairman & CEO; later Consultant | Jul 2009–Mar 2011 | Led post-acquisition operations; board-level leadership |
| Duke Energy Corporation | CFO; Group Executive; Treasurer; Controller | 1998–2009 (CFO roles 2003–2009) | Deep finance, reporting, controls; capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OGE Energy Corp. | Director (public company) | Current | Utility sector oversight; financial expertise |
| Furman University | Trustee (past) | Past | Governance oversight (non-profit) |
| UNC Charlotte | Trustee (past) | Past | Governance oversight (non-profit) |
Board Governance
- Independent Chairman; the Board separates Chair and CEO roles. Non-management directors meet in executive session; Hauser presides as Chair and functions as lead independent director .
- Independence: Board determined all nominees except CEO are independent; Hauser is independent .
- Committee memberships: All independent directors serve on Audit & Risk Management (AC), Compensation & Human Resources (CC), and Nominating & Corporate Governance (NC). Executive Committee includes CEO, Hauser, and other committee chairs .
- Audit Committee Financial Expert: Hauser designated (with Aden and Humphrey) based on CFO-level competencies .
- Meetings and attendance: Board met 4 times in 2024; each director attended ≥75% of Board/committee meetings during their service; Executive Committee did not meet in 2024; AC/CC/NC each met 4 times .
- Code and policies: Anti-hedging and anti-pledging for directors and executives; related-party transactions reviewed via compliance/legal with Audit Committee oversight; annual certifications in Q1 2025 .
| Governance Metric | 2024/2025 Detail |
|---|---|
| Independence | Independent Chairman; independent majority |
| Executive sessions | Held; chaired by Hauser |
| Board meetings | 4 in 2024; ≥75% attendance by each director |
| Committee meetings | AC 4; CC 4; NC 4; EC 0 |
| Audit Committee financial expert | Hauser (and Aden, Humphrey) |
| Anti-hedging/pledging | Prohibited for directors/executives |
| Ownership guidelines | 5x cash retainer for directors; all with ≥5 years in compliance as of Feb 13, 2025 |
Say-on-Pay Voting Outcomes
| Meeting | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Annual Meeting (May 2, 2024) | 18,659,730 | 1,073,577 | 10,814 | 412,839 |
| 2025 Annual Meeting (Apr 30, 2025) | 19,245,739 | 592,109 | 10,625 | 362,374 |
Proxy notes ~94.6% approval at 2024 meeting (votes for vs against) .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual cash retainer | $100,000 |
| Chairman additional fee | $100,000 |
| Committee chair fees | N/A for Hauser (not committee chair) |
| Fees earned or paid in cash | $200,000 |
| Stock awards (annual grant) | $132,423 |
| All other compensation (dividend equivalents on phantom shares) | $35,174 |
| Total 2024 director compensation | $367,597 |
Performance Compensation
| Equity/Deferred Metric | 2024 Detail |
|---|---|
| Annual equity grant (shares or phantom shares) | 803 units on Feb 15, 2024 |
| Basis for share count | Avg. closing price over 20 trading days before grant: $155.66; disclosed grant value uses closing price on Feb 15, 2024: $164.91 |
| Phantom shares held (director awards; includes dividend equivalents) | 29,596 phantom shares for Hauser (cash-settled legacy) |
| Deferred Compensation Plan balance | $2,513,192 and 8,534 stock units (director elected deferrals) |
| Ownership guideline status | Directors must hold ≥5x retainer; all with ≥5 years in compliance as of Feb 13, 2025 |
| Anti-hedging/pledging policy | Hedging and pledging prohibited |
Director equity awards are fully vested grants; no director-specific performance targets are used (performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| OGE Energy Corp. | Public | Director | Utility industry; no related-party transactions disclosed with Enpro |
| Board-level interlock context (Enpro) | Internal | — | A separate director (Keating) sits on Comp Committee; his employer (Excelitas) had ~$423,000 in purchases from Enpro’s Alluxa on standard terms; Board deemed immaterial and not a material relationship . |
Expertise & Qualifications
- Former public-company CEO and seasoned CFO with deep experience in accounting, controls, reporting, and capital allocation; designated Audit Committee financial expert .
- Strategic planning and corporate governance experience; broad M&A and risk oversight background from Duke Energy and FairPoint .
- International and senior leadership experience reflected in Board’s qualifications matrix .
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Phantom shares payable in shares upon termination (acquirable within 60 days of Mar 3, 2025) | 24,976 shares for Hauser |
| Phantom shares (cash-settled legacy awards; not counted as beneficial ownership) | Included separately; payable in cash at departure |
| Director stock units (Deferred Compensation Plan) | 8,534 stock units for Hauser |
| Ownership guidelines | 5x cash retainer; phantom shares count toward compliance; all ≥5-year directors compliant as of Feb 13, 2025 |
| Hedging/Pledging | Prohibited for directors/executives |
Footnote clarifies Hauser’s legacy cash-settled phantom shares do not confer voting/investment rights and are not treated as beneficially owned, though economically similar to share ownership .
Governance Assessment
- Board effectiveness: Independent Chair structure with regular executive sessions; Hauser presides and is an Audit Committee financial expert—supports oversight quality .
- Independence and conflicts: Board affirmed independence (except CEO); no material relationships disclosed for Hauser. Related-party transaction review processes in place; minor customer relationship via another director deemed immaterial .
- Attendance and engagement: 100% of directors met ≥75% attendance; active shareholder engagement; strong say-on-pay support (~94.6% in 2024; high support again in 2025) bolsters investor confidence .
- Alignment: Robust director ownership guidelines (5x retainer) and anti-hedging/pledging; Hauser’s significant deferred balance and stock units signal long-term alignment, though legacy cash-settled phantom shares reduce voting alignment but still count for guideline compliance .
- Clawbacks and restatement: Dodd-Frank clawback policy adopted; a 2022 cash flow classification restatement was evaluated—no recovery required (metrics unaffected; rTSR impact immaterial by consultant analysis). This demonstrates policy application and transparent remediation .
- RED FLAGS: Age policy sets a general limit at 74 (exceptions permitted by majority of unaffected directors). At age 73, Hauser approaches the threshold—succession planning for independent chair role should be monitored . No hedging/pledging, low related-party exposure, and strong say-on-pay support reduce governance risk .