Susan Davis
Quanex Building ProductsAbout Susan F. Davis
Susan F. Davis, age 71, is an independent director and the current Lead Director of Quanex (NX), serving on the Board since 2007 . She retired in October 2016 as Executive Vice President—Asia Pacific at Johnson Controls and previously held long-tenured Chief Human Resources Officer roles there; she holds an MBA from the University of Michigan and Master’s and Bachelor’s degrees from Beloit College . The Board has affirmatively determined she is independent under NYSE standards and had no related-person transactions in the fiscal year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls, Inc. | Executive Vice President—Asia Pacific | Retired Oct 2016 | International leadership across automotive systems, building efficiency, power solutions; executive compensation and management development experience |
| Johnson Controls, Inc. | EVP & CHRO (2014–2015); EVP HR (2006–2014); VP HR (1994–2006) | 1994–2015 | Extensive governance, compensation, and HR leadership; joined JCI in 1983 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cooper Tire & Rubber Company | Director | 2016–2021 | NYSE-traded tire manufacturer; prior public company board experience |
Board Governance
| Governance Element | Status/Detail |
|---|---|
| Independence | Independent under NYSE rules; no material relationships; no related-person transactions in FY2024 |
| Lead Independent Director | Serves as Lead Director; presides over executive sessions; liaison responsibilities per guidelines |
| Committee Assignments | Chair, Nominating & Corporate Governance Committee ; Member, Compensation & Management Development Committee ; Member, Executive Committee |
| Audit Committee | Not a member (Audit Committee members are Hughes, Shah, Singhi, Stevens (Chair)) |
| Attendance | Board met 11 times; independent directors met in 5 executive sessions; all directors attended >75% of meetings and the 2024 stockholders’ meeting |
| Majority Voting & Resignation Policy | Directors in uncontested elections must receive a majority of votes cast; mandatory resignation tender if “AGAINST” votes exceed “FOR” |
Fixed Compensation
NX’s non-employee director pay structure (FY2024):
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000/year | Paid quarterly |
| Committee Member Retainer | $10,000/year per committee | Paid quarterly |
| Committee Chair Fees | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000/year | Paid quarterly; chair fee in lieu of member retainer |
| Lead Director Fee | $25,000/year | Paid quarterly |
| Expense Reimbursement | As incurred | Meeting-related |
Susan F. Davis FY2024 director compensation:
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 116,667 |
| Restricted Stock Unit Awards (grant-date fair value) | 99,992 |
| All Other Compensation (incl. dividends/phantom) | 23,652 (includes $7,377 equivalent dividends on phantom stock) |
| Total | 240,311 |
Performance Compensation
| Equity | Award Mechanics | FY2024 Specifics |
|---|---|---|
| Annual RSU Retainer | $105,000 equivalent value; vests immediately; payment deferral linked to ownership guideline status | |
| Initial RSU Grant (new directors) | Pro-rated from appointment date; immediate vest; settled at separation or change-in-control | |
| Susan F. Davis | RSU grant on 11/1/2023; grant-date fair value $99,992; no early payment election in FY2024 cohort noted for her |
Performance metrics applied to director pay:
| Metric | Disclosure |
|---|---|
| Director equity award performance conditions | None; annual RSU retainer vests immediately and is time-based (no performance conditions) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for FY2024 beyond Quanex |
| Prior public company boards (recent) | Cooper Tire & Rubber Company (2016–2021) |
| Compensation Committee Interlocks | None; no NX officer/director interlocks with other companies’ compensation committees |
| Related-party transactions oversight | Governance Committee monitors ordinary-course dealings with companies of Lippert, Shah, Waltz; none indicated for Davis; no material interests determined for FY2024 |
Expertise & Qualifications
- Executive compensation and management development; extensive HR leadership at Johnson Controls .
- Corporate governance and public company board experience; building products and manufacturing familiarity .
- International business leadership (Asia Pacific) .
- Education: MBA (University of Michigan); Master’s and Bachelor’s (Beloit College) .
Equity Ownership
Director stock ownership guidelines require non-employee directors to hold at least 500% of the annual Board retainer, accumulable over five years .
Susan F. Davis beneficial ownership (as of record date):
| Category | Shares/Units (#) | Notes |
|---|---|---|
| Common Stock Owned of Record | — | |
| Restricted Stock Units | 50,644 | |
| Phantom Common Stock (Deferred Comp Plan) | 23,209 | |
| Options (exercisable within 60 days) | — | |
| Total | 73,853; <1% of shares outstanding |
Unvested RSUs outstanding (as of 10/31/2024):
| Grant Date | Total Units Outstanding (#) | Market Value Basis |
|---|---|---|
| 11/1/2023 | 50,859 | Valuation for unvested awards commonly uses closing price; $29.06 on 10/31/2024 for market value references |
Pledging/Hedging:
- No pledging by directors/officers; Company prohibits hedging, pledging, short sales, and derivatives on Company stock .
Governance Assessment
- Strengths: Independent status with Lead Director role; chairs Governance Committee; strong attendance (>75%) and engagement with regular executive sessions; robust governance policies (majority voting with resignation policy, anti-hedging/pledging, clawback policies) .
- Pay alignment: Director compensation mix balanced with cash retainers and immediate-vesting RSUs, with deferral tied to ownership guidelines supporting alignment; no tax gross-ups for executives; clear disclosure of equity award mechanics .
- Shareholder signals: Say-on-Pay support at 94.4% in 2024 indicates broad investor approval of compensation practices .
- Conflicts/Red Flags: None identified—no related-person transactions for Davis; no hedging/pledging; no interlocks; compliance emphasis via governance and committee oversight .
Overall, Susan F. Davis brings deep HR and governance expertise with international operating experience and serves in critical board leadership roles (Lead Director; Governance Chair), supporting board effectiveness and investor confidence through strong independence, attendance, and alignment policies .