Lisa Bacus
DOUGLAS DYNAMICSAbout Lisa R. Bacus
Lisa R. Bacus, 60, has served as an independent director of Douglas Dynamics (PLOW) since October 2020. She is the former Executive Vice President and Global Chief Marketing Officer at Cigna (2013–2019), previously served as EVP & CMO at American Family Insurance, and spent 22 years at Ford Motor Company in senior marketing and insights roles, including head of marketing for Ford in Mexico. She currently serves on the public company boards of Teradata Corporation and Selective Insurance Group, Inc., and on the private board of Culver Franchising System, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna Corporation | EVP & Global Chief Marketing Officer | May 2013–Jul 2019 | Led global marketing; data analytics and strategic planning expertise |
| American Family Insurance Group | EVP & Chief Marketing Officer | — (prior to 2013) | Senior marketing leadership |
| Ford Motor Company | Various executive roles (Exec. Dir. Global Market Research & Insights; Exec. Dir. Global Marketing Strategy; head of marketing, Ford Mexico) | 22 years | Global marketing, strategy, multicultural/international business experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Teradata Corporation | Director | Current | Public company board |
| Selective Insurance Group, Inc. | Director | Current | Public company board |
| Culver Franchising System, Inc. | Director | Current | Private company board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Bacus is independent under NYSE standards . |
| Committees | Audit Committee (member); Compensation Committee (Chair); Nominating & Corporate Governance Committee (member) . |
| Committee meeting cadence (2024) | Audit: 6 meetings; Compensation: 5; Nominating & Corporate Governance: 5 . |
| Board/Exec sessions (2024) | Board held 9 meetings; non-management directors met in executive session 9 times . |
| Attendance | Each current director attended ≥75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting . |
| Compensation Committee oversight highlights | 2024 AIP added EBITDA margin as a third metric; 2024 LTI mix shifted to 50% PSUs/50% RSUs; PSUs added a relative TSR ±25% modifier vs S&P SmallCap 600 Industrials; performance measured in separate 1-year periods (2024–2026) with 80%–120% payout thresholds . |
| Comp consultant | FW Cook engaged by the committee in 2023; assessed independent; no conflict of interest . |
| Say-on-Pay | 2024 say-on-pay received >97% support; committee made no material program changes in response . |
| Related-party review | Written policy requiring Audit Committee review; no related party transactions >$120,000 since Dec 31, 2023 . |
| Hedging/ownership policies | Anti-hedging policy prohibits director hedging/monetization; ownership guidelines: non-employee directors must hold 3x cash retainer within 5 years; each director has satisfied or has time remaining to do so . |
Fixed Compensation (Director)
| Year | Cash Fees (incl. chair fees) | Equity Grant (RSUs) | RSU Units Granted | Total |
|---|---|---|---|---|
| 2024 | $87,500 (includes $12,500 Compensation Chair retainer; standard $75,000 cash retainer) | $101,893 (fully vested RSUs) | 4,142 units | $189,393 |
| 2023 | $80,391 | $110,431 (fully vested RSUs) | 2,820 units | $190,823 |
Notes:
- 2024 non-employee director pay structure: $75,000 cash retainer; $110,000 in fully vested RSUs; additional retainers: Lead Director $25,000; Audit Chair $15,000; Compensation Chair $12,500; Nominating Chair $10,000; Board Chair $75,000 .
- RSUs are granted at the first-quarter Nominating & Corporate Governance Committee meeting and issued under the 2024 Stock Plan .
Performance Compensation (Director)
- No performance-based elements are used for director compensation (awards are fully vested RSUs; no options/PSUs for directors disclosed) .
Other Directorships & Interlocks
| Company | Relationship to PLOW | Interlock/Conflict |
|---|---|---|
| Teradata Corporation (Director) | No business dealings disclosed with PLOW | No related-party transactions disclosed . |
| Selective Insurance Group, Inc. (Director) | No business dealings disclosed with PLOW | No related-party transactions disclosed . |
| Culver Franchising System, Inc. (Director) | Private company; no dealings disclosed | No related-party transactions disclosed . |
Expertise & Qualifications
- Leadership across complex global enterprises; deep marketing, strategic planning, and data analytics background; extensive multicultural/international experience .
- Independent director; service across Audit, Compensation (Chair), and Nominating committees indicates broad governance capability and pay oversight expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Lisa R. Bacus | 17,505 | <1% (indicated by “*”) |
Additional alignment mechanisms:
- Director stock ownership guidelines: 3x cash retainer within five years; directors have either met requirements or are within the compliance window .
- Anti-hedging policy for directors/officers in place; no disclosure of share pledging for Ms. Bacus .
Governance Assessment
-
Strengths
- Independent director and Compensation Committee Chair; active roles on Audit and Nominating committees, with solid meeting cadence and attendance (≥75%), support effective oversight .
- Compensation governance under her committee showed responsiveness and rigor: added EBITDA margin to AIP, introduced relative TSR modifier, and adjusted PSU structure/periods—aligning pay more closely with performance in a snowfall-volatile business .
- Strong shareholder support for executive pay (97% SOP approval), suggesting investor confidence in the committee’s framework .
- Clear related-party policy and no related-party transactions disclosed; anti-hedging and ownership guidelines support alignment .
-
Watch items
- Board service load: Ms. Bacus serves on two other public company boards plus a private board; this is within PLOW’s guideline limit (≤4 other boards), but time commitments should be monitored as Compensation Chair during CEO transition and evolving pay design .
- Director equity is delivered as fully vested RSUs (not performance-based); while common for directors, this places more emphasis on ownership guidelines for long-term alignment .
-
Red flags
- None identified: no attendance issues, interlocks, or related-party transactions disclosed; Compensation Committee interlocks explicitly none .