Judith Reinsdorf
EnproAbout Judith A. Reinsdorf
Independent director at Enpro Inc. (NPO), age 61, serving since 2021; former Executive Vice President and General Counsel at Johnson Controls International plc (previously Tyco) from 2007–2017. She holds a B.A. from the University of Rochester and a J.D. from Cornell Law School, with deep expertise in corporate governance, risk management, global compliance, data privacy, regulatory matters, and extensive global M&A experience across regulated industries . The board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls International plc (Tyco) | Executive Vice President & General Counsel | 2007–2017 | Led legal, EHS and public affairs; global governance and risk management |
| C.R. Bard, Inc. | General Counsel & Secretary | Not disclosed | Senior legal leadership across regulated medtech |
| Pharmacia Corporation | Vice President & Associate General Counsel | Not disclosed | Corporate and regulatory legal oversight |
| Monsanto Company | Chief Legal Counsel | Not disclosed | Legal leadership in complex, regulated markets |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Nurix Therapeutics, Inc. | Director | Current | Not disclosed |
| Toll Brothers, Inc. | Director | Current | Not disclosed |
| Alexion Pharmaceuticals, Inc. | Director | Prior 5 years | Not disclosed |
| The Dun & Bradstreet Corporation | Director | Prior 5 years | Not disclosed |
| Cornerstone Building Brands, Inc. | Director | Prior 5 years | Not disclosed |
Board Governance
- Committee assignments: Audit & Risk Management Committee (member), Compensation & Human Resources Committee (member), Nominating & Corporate Governance Committee (Chair), Executive Committee (member) .
- Independence: Board determined all nominees other than the CEO are independent; Reinsdorf is independent .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of board and committee meetings; directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman (David L. Hauser) presides over executive sessions of non-management directors; CEO and Chairman roles are separate .
- Committee activity: Nominating & Corporate Governance Committee met 4 times in 2024; oversees board effectiveness, committee assignments, director succession, and ESG/sustainability oversight .
- Governance policies: Stringent director stock ownership guidelines; anti-hedging and anti-pledging; annual evaluations at board/committee/individual level .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly |
| Committee chair fee (NC Chair) | $10,000 | Nominating & Corporate Governance Committee chair |
| Total fees earned (2024) | $110,000 | Reported for Reinsdorf |
| Deferred compensation eligibility | Plan allows directors to defer cash retainers into cash or stock units | Balances disclosed for some directors; none listed for Reinsdorf |
| Meeting fees | Not disclosed | No per-meeting fees listed in proxy |
Performance Compensation (Director)
| Grant Type | Grant Date | Quantity | Valuation Basis | Reported Value |
|---|---|---|---|---|
| Annual equity grant (shares or phantom shares) | Feb 15, 2024 | 803 shares or 803 phantom shares | Avg price used to determine units: $155.66; reported at close price $164.91 | $132,423 (stock awards; Reinsdorf) |
| Phantom shares (dividend equivalents) | 2024 accruals | Included via dividend equivalents | Cash equivalent credited as phantom shares on dividends | Included in “All Other Compensation” as dividend equivalents for applicable directors (not Reinsdorf) |
Performance metrics do not apply to director equity grants; director grants are time-based/fully vested phantom shares and not contingent on company performance targets .
Other Directorships & Interlocks
- Other public boards: Nurix Therapeutics (current), Toll Brothers (current); prior: Alexion, Dun & Bradstreet, Cornerstone Building Brands .
- Committee interlocks/related-party: A compensation committee interlock was disclosed for Ronald Keating (Excelitas customer transactions ~$423,000 with Enpro’s Alluxa division); board concluded transactions were not material and did not constitute a material relationship. No interlocks or related-party transactions disclosed for Reinsdorf .
Expertise & Qualifications
- Corporate governance, risk management, legal/regulatory; M&A/business development; international experience; senior leadership .
- Experience in Enpro’s end markets, including pharmaceuticals growth markets .
- Identified in director qualifications matrix for governance, legal/regulatory, risk management, M&A, and international experience .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Phantom Shares (cash-settled unless elected otherwise) | Deferred Stock Units | Percent of Class |
|---|---|---|---|---|
| Judith A. Reinsdorf | 3,903 | 432 | Not disclosed for Reinsdorf | <1% |
- Stock ownership guidelines: Directors must own shares equal to at least 5x annual cash retainer within 5 years of joining the board; phantom shares count toward compliance. As of Feb 13, 2025, all directors who have served 5 years complied; Reinsdorf joined in 2021 (within 5-year window) .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging Enpro stock .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance Committee, signaling strong governance stewardship and ESG oversight . Attendance at or above 75% threshold; independent board leadership; annual evaluations; robust ownership guidelines and anti-hedging/anti-pledging policies support alignment .
- Alignment: Receives standard director equity grants and adheres to director ownership guidelines; holds 3,903 shares and 432 phantom shares, enhancing skin-in-the-game over time .
- Conflicts: No related-party transactions disclosed for Reinsdorf; broader committee interlock involving another director deemed immaterial by board . Annual certifications of Code of Conduct compliance without exception in Q1 2025 support governance integrity .
- Investor signals: Company-level say-on-pay support was ~94.6% at 2024 annual meeting, indicating broad shareholder alignment on compensation practices (contextual confidence signal) . Comprehensive clawback regime adopted (Dodd-Frank; assessed restatement impact with no recovery required), demonstrating rigorous pay governance at the company level .