Jason Lippert
Quanex Building ProductsAbout Jason D. Lippert
Jason D. Lippert (age 52) is an independent director of Quanex Building Products (NX) since 2021; he is President & CEO of LCI Industries (NYSE: LCII) since May 2013 and has been CEO of Lippert Components since February 2003, with 29+ years at LCI driving revenue from ~$100 million to $3.8 billion, integrating 75+ acquisitions, and leading 15,000+ employees; he holds a BS in Business Administration (Accounting & Business Management) from Miami University, Oxford, Ohio . The Board has affirmatively determined he is independent under NYSE rules, with no material relationships affecting independence in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lippert Components (LCI subsidiary) | Chief Executive Officer | Feb 2003–present | Led integration of 75+ acquisitions; scaled operations and workforce |
| LCI Industries (NYSE: LCII) | President & CEO | May 2013–present | Grew annual revenue to $3.8B; expanded manufacturing footprint |
| LCI Industries and subsidiaries | Management trainee; various leadership positions | ~1995–2013 (29+ years cumulative experience) | Manufacturing, engineering, HR, operations, M&A experience |
External Roles
| Organization | Role | Since | Interlock/Relationship to NX |
|---|---|---|---|
| LCI Industries (NYSE: LCII) | Director | 2007–present | LCI is one of NX’s customers; Governance Committee monitors and pre‑approves ordinary‑course transactions; payments not material in FY2024 |
| LCI Industries (NYSE: LCII) | President & CEO | 2013–present | Same as above (customer relationship overseen; blanket approval for standard terms) |
Board Governance
- Independence: The Board determined Lippert is independent under NYSE standards; no related person transactions affecting independence in FY2024 .
- Committees: Member, Compensation & Management Development Committee (Chair: Donald R. Maier) ; Member, Nominating & Corporate Governance Committee (Chair: Susan F. Davis; all directors except CEO are members) ; Not a member of the Audit Committee (members: Hughes, Shah, Singhi, Stevens (Chair)) .
- Attendance and engagement: In FY2024, the Board met 11 times; Audit met 4; Compensation & Management Development met 5; Nominating & Corporate Governance met 3; independent directors held 5 executive sessions; all directors attended >75% of meetings and attended the 2024 stockholders’ meeting .
- Board leadership: Combined Chairman & CEO with an independent Lead Director (currently Susan F. Davis) presiding over executive sessions .
| Governance Attribute | Status |
|---|---|
| Director since | 2021 |
| Independence | Independent (NYSE) |
| Audit Committee | Not a member |
| Compensation & Mgmt Dev Committee | Member |
| Nominating & Corporate Governance Committee | Member |
| Attendance threshold | >75% of Board/committee meetings (FY2024, all directors) |
| Lead Independent Director | Susan F. Davis |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $88,958 |
| Annual Cash Retainer (policy) | $70,000/year, paid quarterly |
| Committee Member Retainer (policy) | $10,000/year per Audit, Compensation, or Nominating membership |
| Committee Chair Fees (policy) | Audit $20,000/year; Compensation $15,000/year; Nominating $15,000/year |
| Lead Director Fee (policy) | $25,000/year |
| Deferred cash (DC Plan) | Lippert elected to defer $88,958 of cash compensation |
| Expense reimbursement | Reimbursed for meeting-related expenses |
Notes:
- Non-employee directors may defer cash retainers/fees into the Deferred Compensation Plan (DC Plan), with investment options including notional common stock units; deferrals are 100% vested and distributions made in cash, subject to 409A rules . In a change in control, DC Plan amounts are payable within five days .
Performance Compensation
| Equity Metric | FY 2024 Detail |
|---|---|
| Annual RSU Retainer (policy) | $105,000 grant value each fiscal year; vests immediately; settlement timing depends on stock ownership guideline status and 409A election rules |
| RSU Grant Date | 11/1/2023 |
| RSU Grant Date Fair Value ($) | $99,992 |
| Total RSUs Outstanding (as of 10/31/2024) | 13,380 units |
| Options Outstanding | None |
| Dividends on RSUs/Phantom Stock (FY2024) | $2,908 credited to Lippert |
Key terms:
- RSUs vest immediately on grant; payment generally deferred to separation from service or change in control, with elective earlier settlement only if the director meets ownership guidelines and elects during the permitted 409A window; no such early payment election by Lippert disclosed for FY2024 grants .
- No stock options were granted to non-employee directors in FY2024 .
No performance metrics (e.g., TSR, EBITDA) are tied to director equity; RSUs are time-based and immediately vest upon grant .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock |
|---|---|---|---|
| LCI Industries (NYSE: LCII) | Director; President & CEO | Not disclosed for committees at LCI in NX proxy | Customer relationship with NX; transactions monitored, pre‑approved; deemed not material in FY2024 and blanket ordinary-course approval provided |
- Independence review considered relationships with companies where directors are affiliated; the Board found no transactions in FY2024 that affect non‑employee director independence .
Expertise & Qualifications
- Expertise: Extensive manufacturing, building products, engineering, marketing, HR, and operational background; public company CEO/director experience; corporate governance and international business expertise .
- M&A & Growth: Led >75 acquisitions integrated into LCI; scaled revenue to $3.8B and workforce to >15,000 .
- Education: BS in Business Administration (Accounting & Business Management), Miami University (Oxford, OH) .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common Stock Owned of Record | 20,450 | Sole voting/investment authority |
| Restricted Stock Units | 16,910 | Outstanding RSUs |
| Phantom Common Stock (DC Plan) | 11,047 | Notional units under DC Plan |
| Exercisable Options (within 60 days) | — | No options |
| Total Beneficial Ownership | 48,407 | Less than 1.0% of shares outstanding |
| Pledged Shares | None pledged by any director/officer |
Stock ownership guidelines: Directors are expected to own common shares or equivalents valued at no less than 500% of the annual Board Retainer ($350,000 based on $70,000 retainer), accumulable over first five years of service; compliance status by individual is not disclosed .
Governance Assessment
- Committee assignments and independence: Lippert serves on Compensation & Management Development and Nominating & Corporate Governance Committees, both fully independent; Board confirms his independence; Audit Committee membership excludes Lippert, reducing potential financial oversight conflicts .
- Attendance and engagement: FY2024 Board/committee cadence was robust (11 Board, 4 Audit, 5 Compensation, 3 Nominating; 5 executive sessions), and all directors exceeded the 75% attendance expectation and attended the annual meeting—supportive of effective oversight .
- Compensation alignment: Director pay is balanced between cash and immediately‑vesting RSUs; Lippert deferred his entire cash fees ($88,958) under the DC Plan, signaling longer-term alignment via notional stock units; no options or performance-linked equity are used for directors, limiting risk-taking incentives but also reducing pay-for-performance linkage at the board level .
- Ownership alignment: Lippert’s combined common/RSU/phantom holdings total 48,407 units and are unpledged; NX’s 500% retainer guideline and automatic equity deferrals enhance alignment, though individual compliance status is not disclosed .
- Conflict monitoring: As CEO/director at LCI (a customer of NX), Lippert presents a potential related‑party exposure; NX’s Governance Committee monitors and pre‑approves ordinary‑course transactions on standard terms and determined FY2024 payments were not material, granting blanket approval—mitigating, but not eliminating, perceived conflict risk; independence was affirmed after review .
RED FLAGS and mitigants:
- Potential conflict: Customer relationship via LCI; currently mitigated by formal Governance Committee oversight and immaterial transaction size; independence affirmed .
- Pledging/hedging: No pledging by directors/officers; positive for alignment .
- Section 16 compliance: Company believes all reporting requirements were met in FY2024; no delinquent filings reported .
Compensation Committee Analysis
- Composition and independence: Compensation & Management Development Committee members—Donald R. Maier (Chair), Susan F. Davis, Jason D. Lippert, William E. Waltz—are independent; no employee/former officer members .
- Interlocks: No compensation committee interlocks or insider participation in FY2024; none of NX’s executive officers served on boards of companies where NX’s compensation committee members were executive officers .
- Consultant/conflicts: Governance guidelines allow Nominating & Corporate Governance Committee to consult advisers on director compensation; specific consultant names or conflicts are not disclosed .
Director Compensation (Detail for FY2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $88,958 |
| Restricted Stock Unit Awards (grant-date fair value) | $99,992 |
| Option Awards | — (no grants) |
| All Other Compensation | $7,189 |
| Total | $196,139 |
Footnotes:
- RSU grants computed per FASB ASC 718; vest immediately and expensed on grant; DC Plan deferrals available for cash fees .
- All Other Compensation includes dividends on RSUs and equivalent dividends on phantom stock (Lippert: $2,908 credited) .
Say‑on‑Pay & Shareholder Feedback
- Proxy items include advisory say‑on‑pay but director-specific voting outcomes are not disclosed here; the proxy card sets the 2025 annual meeting slate and advisory proposals; results will be in a subsequent 8‑K .
Notes on Insider Trades
- The proxy states all Section 16(a) reports were timely in FY2024; individual Form 4 transactions for Lippert are not disclosed in the proxy .