Jeri Isbell
About Jeri L. Isbell
Independent director since October 2016; age 67. Former Vice President–Human Resources & Corporate Communications at Lexmark International (2003–2016), following senior finance roles including Vice President of Finance/Division CFO and U.S. Controller; began career at IBM. Education: B.B.A. in Accounting (Eastern Kentucky University) and M.B.A. (Xavier University); Certified Public Accountant; NACD Directorship 100 (2021), NACD Board Leadership Fellow, and NACD Directorship Certified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lexmark International, Inc. | Vice President–Human Resources & Corporate Communications | 2003–Dec 2016 | Senior HR and communications leadership for a public-company environment |
| Lexmark International, Inc. | VP Compensation & Benefits; VP Finance & Division CFO; U.S. Controller | Part of 24-year Lexmark tenure (dates not individually disclosed) | Led compensation, finance, and controller functions |
| IBM | Various early career roles | Not disclosed | Early foundational operating/finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atkore Inc. | Director | Current (notional start date not disclosed) | Not disclosed in SITE proxy |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Independence | Independent under NYSE standards | |
| Committee Assignments | Human Resources & Compensation (Chair); Nominating & Corporate Governance (Member) | |
| Committee Meetings in FY2024 | HR & Compensation: 5; Nominating & Corporate Governance: 4; Audit: 8 (not a member) | |
| Attendance | 100% attendance at Board and committee meetings; attended 2024 Annual Meeting | |
| Executive Sessions | Independent directors met in executive session at each quarterly Board meeting | |
| Board Refresh/Structure | Board declassification approved May 14, 2025; annual elections phased in by 2028 |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $118,270 | Actual FY2024 cash compensation |
| Equity Grant (Grant-Date Fair Value) | $135,061 | 2024 annual director equity grant |
| Total Director Compensation | $253,331 | FY2024 total for Isbell |
| Policy – Board Annual Cash Retainer | $85,000 | Applies to all non-employee directors |
| Policy – HR & Compensation Chair Fee | $27,500 | Applies to Isbell as Chair |
| Policy – Nominating & Corporate Governance Member Fee | $7,500 | Applies to Isbell as member (non-chair) |
Performance Compensation
| Grant Date | Equity Type | Units | Grant-Date Fair Value | Vesting & Settlement | Performance Metrics |
|---|---|---|---|---|---|
| May 7, 2024 | RSUs | 865 | $135,061 | Vest upon earlier of 1-year anniversary or day before next annual meeting; RSUs may be deferred; directors meeting ownership guidelines receive RSUs | None – time-based vesting (no performance metrics for director awards) |
Other Directorships & Interlocks
| Category | Detail | Evidence |
|---|---|---|
| Public Company Directorships | Atkore Inc. (Director) | |
| Compensation Committee Interlocks | None – no SITE executive served on another entity’s compensation committee with HR&C members; Isbell is not/was not an officer of SITE | |
| Related Party Transactions | None for FY2024 (company-wide disclosure) |
Expertise & Qualifications
- Human capital leadership and compensation governance expertise (Lexmark HR head) .
- Deep finance and controllership background; CPA credential strengthens audit-quality oversight .
- Recognized governance credentials (NACD Directorship 100; Board Leadership Fellow; Directorship Certified) .
- Board skills matrix flags Human Resources and Finance expertise, aligned with SITE’s distribution/manufacturing footprint .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 10,317 | As of March 14, 2025 |
| Ownership Percentage | <1% | “*” indicates less than 1% |
| DSUs | 8,574 | Director DSUs outstanding |
| Director RSUs | 1,743 | Director RSUs outstanding |
| Shares Acquirable within 60 Days | 865 | Rights to acquire via RSU vesting by May 7, 2025 |
| Director Ownership Guideline | 5× annual cash retainer; all directors in compliance | DSUs count; unvested RSUs/PSUs do not count |
| Hedging/Pledging | Prohibited; none of directors/officers have pledged SITE stock | Company policy; disclosure of no pledges |
Governance Assessment
- Chair of HR & Compensation with 100% attendance, strong independence, and recognized governance credentials enhances compensation oversight quality .
- FY2025 shareholder support signals robust confidence in governance: say‑on‑pay For 40,076,746 vs Against 367,532; board declassification approved overwhelmingly (For 40,441,436 vs Against 3,725) .
- Alignment mechanisms: director equity ownership policy (5× cash retainer), anti‑hedging/anti‑pledging, and broad clawback framework strengthen investor alignment and risk controls .
- No related party transactions in FY2024 and no compensation committee interlocks disclosed reduce conflict risk .
- Watch items: mandatory retirement age 72 (Isbell 67) suggests eventual refresh planning; board declassification increases annual accountability without noted negative implications .
RED FLAGS: None disclosed specific to Jeri L. Isbell in SITE’s proxy/8‑K filings (no related party transactions, no pledging/hedging, full attendance, independence) .