Virginia Henkels
About Virginia L. Henkels
Independent director since 2017; age 56. Former EVP, CFO and Treasurer of Swift Transportation; prior finance and accounting leadership roles at Honeywell; most recently CFO and Secretary of Empowerment & Inclusion Capital I Corp (SPAC). Chairs PRSU’s Audit Committee, serves on Corporate Governance & Nominating; determined independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swift Transportation Company | EVP, Chief Financial Officer & Treasurer | 2008–2017 | Led numerous capital markets transactions including 2010 IPO |
| Honeywell International | Finance & accounting leadership positions | 1990–2002 | Includes expatriate assignment; broad finance/controls experience |
| Empowerment & Inclusion Capital I Corp (SPAC) | Chief Financial Officer & Secretary | Nov 2020–Dec 2022 | Public company CFO; de-SPAC/transaction readiness |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| LCI Industries (NYSE: LCII) | Director | Since Sep 2017 | Audit Committee Chair; Compensation; Risk |
| Avnet (NYSE: AVT) | Director | Since Aug 2024 | Audit; Corporate Governance |
| ISAAC Instruments (private) | Director | Since Mar 2023 | — |
| Echo Global Logistics (prior) | Director | Sep 2018–Nov 2021 | Audit; Compensation; Nominating & Governance |
Board Governance
- Committees: Audit (Chair); Corporate Governance & Nominating (Member). PRSU confirmed all committee members are independent; Henkels is financially literate and qualifies as an audit committee financial expert.
- Attendance and engagement: Board held 17 meetings in 2024; all directors attended >75% of Board and committee meetings and all then-serving directors attended the 2024 annual meeting. Executive sessions of non-management directors were held at every regular Board meeting.
- Governance practices: Separate independent Chairman (Schechter); regular executive sessions; majority voting for uncontested elections; prohibition on hedging and pledging by directors; stock ownership guidelines apply to directors.
Fixed Compensation (Director)
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Board retainer (2024) | 65,000 | Paid quarterly in arrears |
| Audit Committee – Chair retainer | 25,000 | Chair plus member retainer eligibility |
| Corporate Governance & Nominating – member retainer | 15,000 | 2024 program rate |
| Total fees earned by Henkels (2024) | 130,000 | Sum of retainers |
| Per-meeting fee beyond 8 Board mtgs | 1,500 | Applies to Board meetings over threshold |
Performance Compensation (Director)
| Equity Award | Grant Value | Units | Vesting / Metrics |
|---|---|---|---|
| Annual RSU grant (standard policy, Mar 1, 2024) | 125,000 | 3,376 RSUs @ $37.03 grant-date fair value per unit | Vests in full one year from grant; time-based, no performance metrics |
In the 2024 director comp table, Henkels’s stock awards were $125,013; directors serving as of Mar 1, 2024 received 3,376 RSUs. RSUs vest time-based; there are no director-specific performance measures attached.
Other Directorships & Interlocks
| Company | Nature | Potential Interlock / Conflict Note |
|---|---|---|
| LCI Industries | Supplier of engineered components to recreation/industrial markets | No PRSU-related party transactions disclosed since Jan 1, 2024 |
| Avnet | Global technology distributor | No PRSU-related party transactions disclosed since Jan 1, 2024 |
| ISAAC Instruments | Fleet management technology (private) | No PRSU-related party transactions disclosed since Jan 1, 2024 |
- Human Resources Committee interlocks: PRSU disclosed none that require reporting for 2024.
- Crestview designation rights: Crestview Parties may designate two nominees while owning ≥67% of initial share ownership, transitioning to one nominee plus an observer when ownership thresholds decline. This affects Board composition (Bright, Cassidy designated), but Henkels is not a Crestview designee.
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; former CPA; deep experience in finance, accounting, capital markets, investor relations, M&A, risk management, audit, corporate governance.
- Professional affiliations: Member, National Association of Corporate Directors; Women’s Corporate Director organizations.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Virginia L. Henkels | 21,094 | <1% | Held via Henkels Family Living Trust; sole voting/investment power |
| Unvested RSUs (as of 12/31/2024) | 3,149 | — | Director RSUs not included in beneficial ownership; vest per plan |
| Pledging | None known | — | Company notes no pledging to its knowledge; hedging/pledging prohibited by policy |
| Stock ownership guideline status | Exceeds guideline (≥5× annual retainer) | — | As of 12/31/2024 Henkels exceeded the guideline |
Additional Governance Signals
- 2025 Annual Meeting outcomes (confidence indicator):
- Directors elected in uncontested vote; For/Against totals published (e.g., Carmichael 24,921,195 For; Coll 25,143,765 For; Bright 23,493,144 For; Cassidy 22,971,426 For; Barry 25,694,648 For).
- Say-on-Pay (2025): 25,591,612 For; 528,948 Against; 7,458 Abstain; 980,451 Broker non-votes.
- Prior Say-on-Pay support: Approx. 95% approval at 2024 annual meeting; utilized by HRC in program assessment.
Governance Assessment
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Strengths
- Independent director with deep finance expertise; serves as Audit Chair and designated “financial expert,” bolstering oversight of reporting, controls, cyber risk, and compliance.
- Strong attendance norms and executive session cadence; Board effectiveness practices and independent Chairman structure enhance oversight.
- Alignment mechanisms: robust stock ownership guidelines; prohibition on hedging/pledging; time-based director RSUs support longer-term alignment without introducing pay-for-performance distortion at the Board level.
- No related-party transactions disclosed; no HRC interlocks; reduces conflict risk.
-
Watch items
- Crestview designation rights influence Board composition (two designees currently); monitor independence of committees and potential information flows with Crestview-affiliated directors (Bright, Cassidy). Henkels is not Crestview-affiliated and sits on independent committees.
- Section 16 reporting: Company noted one late Form 4 for another director (Coll) in 2024; none disclosed for Henkels. Maintain diligence on insider reporting.
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Overall
- Henkels’s profile and roles indicate strong audit oversight, independence, and industry-agnostic financial expertise that generally support investor confidence, with structural Board safeguards in place and high shareholder support levels.
Insider Trades
| Period | Form 4 Filings for PRSU | Notes |
|---|---|---|
| 2025 YTD | 0 found for PRSU | No Form 4 documents returned in available catalog; company transitioned ticker in 2025; continue monitoring EDGAR. [ListDocuments result] |
RED FLAGS: None disclosed specific to Henkels. No related-party transactions; hedging/pledging prohibited; guideline compliance; audit leadership with financial expert designation. Monitor Crestview board rights and designees for potential influence on governance dynamics. **[884219_0000950170-25-052380_prsu-20250409.htm:20]** **[884219_0000950170-25-052380_prsu-20250409.htm:48]** **[884219_0000950170-25-052380_prsu-20250409.htm:16]** **[884219_0000950170-25-052380_prsu-20250409.htm:4]** **[884219_0000950170-25-052380_prsu-20250409.htm:19]**