Joseph McDonnell
About Joseph W. McDonnell
Independent director since 2012 (age 73). President of the University of Maine at Farmington; prior academic leadership and private-sector roles emphasize governance, crisis/risk management, sustainability, and China/US trade expertise. Education includes an Executive Program Certificate (Harvard Business School), PhD (University of Southern California), and MA/BA (Stony Brook University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Southern Maine (Edmund S. Muskie School of Public Service) | Professor of Public Policy & Management; previously Provost & VP Academic Affairs; Dean, College of Management & Human Service | Not disclosed | Taught organizational leadership, crisis/risk management; academic administration and governance |
| Stony Brook University | Interim Dean, College of Business | Not disclosed | Academic leadership |
| New York International Commerce Group, Inc. | President & CEO | Not disclosed | Services for companies doing business in China |
| Long Island Lighting Company | Senior Vice President | Not disclosed | Energy utility executive leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| University of Maine at Farmington | President | Current | Led multi‑million dollar campus sustainability initiative to eliminate fossil fuels |
| University of Southern Maine – Confucius Institute | Founding Director, Faculty Fellow, Board Member | Prior | China-focused academic programs and engagement |
Board Governance
- Committee assignments (2024): Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation & Management Development; Member, Strategic Planning .
- Independence: Board determined all directors except the CEO and COO are independent; McDonnell is independent under NYSE and SEC standards .
- Attendance and engagement: Board held 13 meetings in 2024; all directors attended ≥75% of Board and committee meetings and attended the 2024 Annual Meeting. Committee meetings held in 2024: Audit (4), Compensation (4), Governance (3), Strategic Planning (2) .
- Executive sessions and leadership: Independent directors meet in executive session each Board meeting; Presiding Independent Director leads sessions (current Presiding Independent Director: Alisa C. Norris) .
- Hedging/pledging prohibition: Directors are prohibited from hedging or pledging Company stock .
- Stock ownership guidelines: Apply to independent directors (with post‑vesting holding periods) and executive officers .
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Chair/Role Fees | Equity | Total |
|---|---|---|---|---|
| 2024 | $90,000 | $15,000 (Governance Chair) | $92,160 (annual equity and RS grant value) | $197,160 |
| Sources | ||||
| Figures per Director Compensation table; McDonnell line item shows $105,000 cash, $92,160 stock, $197,160 total . Committee chair fee schedule confirms $15,000 for Governance Chair and $90,000 base cash retainer . |
- 2025 program changes: Cash retainer increased to $95,000; equity structure simplified to an annual restricted stock award valued at $125,000 (replacing $65,000 equity retainer plus 1,000-share RS grant) .
- Director equity cap and plan features: Annual total (cash + equity) limit per non‑employee director: $700,000; minimum one‑year vesting (with narrow exceptions); no option/SAR repricing; no dividends on unvested equity; clawback alignment with policy .
Compensation mix signal:
- 2024 mix ≈ 53% cash ($105k) / 47% equity ($92.16k) .
- 2025 mix shifts more toward equity (cash $95k vs equity $125k), improving alignment with shareholders .
Performance Compensation
- Non-employee directors do not receive formulaic performance-based cash or PSU programs; equity awards are time‑vested under the director program (one‑year minimum vesting, with standard director vesting to the next annual meeting) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for McDonnell .
- Compensation committee interlocks: None in 2024 (all compensation committee members were independent; no reciprocal executive/board interlocks) .
Expertise & Qualifications
- Governance, crisis and risk management, strategy, sustainability; extensive China/US trade and cultural expertise through academic and professional work; contributions to Board’s understanding of risks from global operations .
- Education: Executive Program Certificate (Harvard Business School); PhD (USC); MA and BA (Stony Brook University) .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Unvested Director RS at 12/31/2024 | Pledged/Hedged |
|---|---|---|---|---|
| Joseph W. McDonnell | 31,947 | ~0.14% (31,947 / 22,741,511) | 1,000 | Prohibited by policy |
| Sources | ||||
| Beneficial ownership table lists 31,947 shares for McDonnell; <1% noted; denominator 22,741,511 shares outstanding as of Apr 4, 2025 . | Percentage derived from figures in . | Unvested RS count of 1,000 at 12/31/2024 . | Hedging/pledging prohibitions apply to directors . |
Related-Party Transactions (Conflict Screening)
- No McDonnell‑related transactions disclosed. 2024/2025 related person items involved: (i) employment of the Chief Legal Officer’s son (Audit Committee‑approved), (ii) Chairman Emeritus retainer for former Chair (Governance Committee‑approved), and (iii) expected 2025 compensation for CIO’s son (Audit Committee‑approved) .
Governance Assessment
- Strengths: Independent director with broad governance, sustainability, and risk expertise; chairs Governance Committee; strong attendance; multi‑committee service (Audit, Compensation, Strategic Planning) enhances oversight breadth; equity‑heavy 2025 director pay structure improves alignment; robust director safeguards (no hedging/pledging; minimum vesting; no repricing) .
- Alignment: Meaningful personal share ownership (31,947 shares) plus annual equity grants; director ownership guidelines and holding periods apply .
- Red flags: None disclosed specific to McDonnell—no related‑party transactions; independence affirmed; attendance thresholds met .
- Shareholder sentiment context: Company’s say‑on‑pay support was 99% in 2024, signaling strong investor confidence in compensation governance (though focused on executives) .