Mary Lawler
Quanex Building ProductsAbout Mary Lawler
Mary K. Lawler, age 60, was appointed to the Quanex (NX) Board of Directors effective November 1, 2025, for a term ending at the 2026 annual meeting . She is Senior Vice President and Chief Human Resources Officer at Illinois Tool Works (ITW) and previously served as Executive Vice President, Human Resources at GATX; earlier roles spanned operations, HR, and law at Tribune Media, following her start as an attorney in private practice . Lawler holds a BA in History from the College of the Holy Cross and a JD from the University of Notre Dame . Upon appointment, she joined the Compensation & Management Development Committee and the Nominating & Corporate Governance Committee, both of which are composed solely of independent directors under NX policy, signaling independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Tool Works (ITW) | SVP, Chief Human Resources Officer | Joined Oct 2014; current | Global manufacturing HR leadership; governance insight |
| GATX Corporation | Executive Vice President, Human Resources | Not disclosed in filing | Executive HR leadership; compensation strategy exposure |
| Tribune Media (formerly Tribune Company) | Roles in operations, HR, law | Not disclosed in filing | Cross-functional governance and legal exposure |
| Private legal practice | Attorney | Not disclosed in filing | Legal foundation supporting governance/oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Illinois Tool Works (ITW) | SVP, Chief Human Resources Officer | Joined Oct 2014; current | Large-cap industrial manufacturer; potential supplier/customer overlap not indicated |
Board Governance
- Committee assignments: Compensation & Management Development; Nominating & Corporate Governance .
- Independence: NX states all directors other than the CEO are independent; Audit, Compensation & MD, and Nominating & Governance committees are solely independent directors; Lawler serves on two such committees .
- Board leadership: Combined Chairman & CEO with an empowered Lead Director (Susan F. Davis) .
- Executive sessions: Independent directors met in executive session five times in fiscal 2024, with Lead Director presiding .
- Attendance/engagement: In fiscal 2024, the Board met 11 times; Audit 4, Compensation & MD 5, Nominating 3; all directors attended >75% of meetings and the 2024 stockholders’ meeting (baseline governance discipline; Lawler appointed after FY24) .
| Governance Metric | Value |
|---|---|
| Board size (FY25 context) | 9 directors; will be 8 after Mr. Stevens’ retirement |
| Independence | All directors except CEO are independent |
| Lead Independent Director | Susan F. Davis |
| Executive sessions (FY24) | 5 sessions |
| Board meetings (FY24) | 11 meetings |
| Audit Committee meetings (FY24) | 4 meetings |
| Compensation & MD Committee meetings (FY24) | 5 meetings |
| Nominating & Governance Committee meetings (FY24) | 3 meetings |
| Attendance baseline (FY24) | All directors >75% attendance; all attended stockholders’ meeting |
Additional governance quality indicators:
- Compensation Committee interlocks: NX reports no interlocks or insider participation among its compensation committee members (reduces pay-setting conflicts) .
- Director nomination process and diversity: Governance Committee maintains criteria, considers shareholder nominees, and emphasizes diversity of viewpoints and backgrounds .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board Cash Retainer | $70,000/year; paid quarterly |
| Committee Member Retainer (per committee) | $10,000/year; paid quarterly (Audit; Compensation & MD; Nominating & Governance) |
| Committee Chair Fees | Audit: $20,000/year; Compensation & MD: $15,000/year; Nominating & Governance: $15,000/year (paid in lieu of member fee) |
| Lead Director Fee | $25,000/year; paid quarterly |
| Meeting Fees | None disclosed; expense reimbursement provided |
| Annual RSU Retainer | $105,000 equivalent value; granted first business day of fiscal year; RSUs vest immediately; settlement deferral per ownership guidelines/409A |
| Initial RSU Grant (on appointment) | Pro-rated for time in current fiscal year; immediate vesting; settled upon separation or change in control; not eligible for deferral elections |
| Lawler specific grant timing | Annual RSU grant on November 3, 2025 (first business day of FY); standard director compensation practices apply |
Performance Compensation
| Compensation Metric | Director Plan Treatment |
|---|---|
| Performance-based equity (PSUs) | Not applicable; director awards are RSUs with immediate vesting |
| Cash bonus/target bonus | Not applicable for non-employee directors |
| Vesting conditions | RSUs vest immediately upon issuance |
| Settlement/deferral | Settlement generally deferred to separation or change in control; deferral elections per 409A if ownership guidelines met |
Expertise & Qualifications
- Human resources leadership in global manufacturing (ITW), directly relevant to compensation oversight, succession, culture, and talent governance .
- Executive HR experience at a capital-intensive, asset-heavy company (GATX), supporting understanding of industrial cycles and workforce management .
- Cross-functional exposure (operations, HR, law) at Tribune Media adds legal/governance breadth .
- Legal training (JD, Notre Dame) enhances fiduciary oversight and compliance acumen .
Equity Ownership
- Stock ownership guideline: Non-employee directors are expected to own common shares or equivalents valued at no less than 500% of the annual Board Retainer, which may be accumulated over the first five years of service .
- Deferral program: Directors may defer cash retainers/fees into notional accounts, including common stock units; no company match since 2009; distributions governed by DC Plan and 409A; change-in-control accelerates DC Plan payouts .
- Vested vs. unvested: RSUs vest immediately; settlement generally deferred; specific beneficial ownership levels for Lawler not disclosed in filings reviewed .
Governance Assessment
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Positive signals:
- Independence and committee placement: Lawler appointed to two committees composed solely of independent directors, supporting impartial oversight of pay and nominations .
- Relevant expertise: Deep HR and governance background in complex industrials enhances Compensation Committee effectiveness and succession planning rigor .
- Board discipline: Strong attendance baseline and regular executive sessions under an experienced Lead Director indicate effective oversight culture .
- Compensation committee interlocks: None reported, reducing potential conflicts in pay decisions .
- Shareholder support context: 2025 say-on-pay passed with 88.19% approval, reflecting investor confidence in compensation practices (Board governance environment Lawler now joins) .
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Risk indicators and conflicts:
- Related-party transactions: NX reports no Item 404 transactions involving Lawler since November 1, 2023, and no family relationships, mitigating near-term conflict risk .
- Dual role at ITW: While ITW is a diversified industrial manufacturer, NX disclosure does not indicate business dealings with entities tied to Lawler; ongoing monitoring warranted for supplier/customer interlocks, per NX’s guideline that directors must promptly disclose other public company directorships and committee assignments .
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Compensation structure implications:
- Mix emphasizes equity via immediate-vesting RSUs ($105k annual) alongside cash retainers ($70k plus committee fees), aligning director interests with shareholders while allowing deferral to separation/change-in-control to encourage longer-term alignment .
- No performance metrics on director equity; therefore, alignment relies on ownership guidelines and deferral features rather than incentive conditions (consistent with market norms) .