Sheila Rutt
About Sheila Rutt
Sheila Rutt, 56, has served on Stoneridge’s Board since March 2023. She is Chief Human Resources Officer at Hexion Inc. (since July 2023), previously CHRO at Culligan International (May 2021–July 2023), EVP/CHRO at RR Donnelley (2017–2020), and CHRO at Diebold Nixdorf (2005–2017) after joining in 2000; she holds a PhD in industrial/organizational psychology (University of Akron, 1996) and an MBA (Walsh University, 2004) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hexion Inc. | Chief Human Resources Officer | Jul 2023–present | Advanced specialty chemicals; Board-reporting HR leader |
| Culligan International | Chief Human Resources Officer | May 2021–Jul 2023 | Global water solutions; transformation leadership |
| RR Donnelley (NYSE: RRD) | EVP & CHRO | 2017–2020 | Fortune 500; global HR oversight |
| Diebold Nixdorf (NYSE: DBD) | CHRO; earlier HR roles | 2000–2017 (CHRO 2005–2017) | HR leadership in technology/ATM sector |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Heart Association | Campaign Chair | Not disclosed | Community leadership |
| United Way of Greater Stark County | Director; Campaign Chair | Not disclosed | Community leadership |
Board Governance
- Committee assignments: Compensation Committee; Nominating & Corporate Governance Committee; Compliance & Ethics Committee (incoming Chair post-2025 Annual Meeting) .
- Independence: The Board determined Rutt is independent under NYSE standards .
- Attendance and engagement: Board held 10 meetings in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting; independent directors meet regularly in executive session .
- Board leadership: Independent Chairman (William M. Lasky; Lead Independent Director) and CEO/Chair separation .
- ESG and human capital oversight: Compliance & Ethics Committee oversees ESG; Board actively oversees succession, engagement, and integrity program .
- Board refresh: Two long-serving directors retiring in 2025; Board size reduced to seven .
Fixed Compensation
| Item | Amount |
|---|---|
| Director Annual Cash Retainer (2023) | $90,000 |
| Chairman Annual Cash Retainer (2023) | $180,000 |
| Committee Chair Fees (2023): Audit/Comp/NCGC/CEC | $15,000 / $15,000 / $10,000 / $10,000 |
| Annual Director Equity Grant Target (2023) | $135,000 |
| Sheila Rutt – 2023 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $73,500 |
| Committee Chair Fees | $0 (not chair in 2023) |
| Stock Awards (Restricted Shares) | $134,955 |
| Total Compensation | $208,455 |
| 2025 Expected Non-Employee Director Equity Grant (contingent on LTIP approval) | Amount |
|---|---|
| Restricted shares grant (grant date fair market value) | $83,400 |
- Director stock ownership guidelines: Each non-employee director should own common shares equal to 4× the cash portion of the annual retainer; 5-year accumulation period with sale restrictions until compliance .
Performance Compensation
- Executive AIP structure (Board oversight): Consolidated Operating Income (70% weight) and Consolidated Cash Flow (30% weight) for most NEOs; threshold 80% of target; max 130% of target; payout ranges 50%–200% of target .
| 2024 AIP – Consolidated Metrics (NEOs: CEO, CFO, CHRO, CPO) | Weight | Target | Achievement | % of AIP Target Earned |
|---|---|---|---|---|
| Operating Income | 70% | $35.7M | $3.8M | —% (below threshold) |
| Cash Flow | 30% | $18.4M | $28.6M | 50% |
| Overall Weighted Achievement | — | — | — | 15% |
- Executive LTIP structure (Board oversight): 3-year Performance Shares (TSR 25%; EPS vs budget 20%; ROIC vs budget 10%); 45% time-based RSUs; payouts 0%–200% of target .
| 2024 LTIP Grant – EPS Tranches | Target | Results |
|---|---|---|
| 2024 Budgeted EPS | $0.30 | ($0.47) |
| 2025 Budgeted EPS | $0.01 | TBD |
| 2024 LTIP Grant – ROIC Tranches | Target | Results |
|---|---|---|
| 2024 Budgeted ROIC | 5.4% | 0.2% |
| 2025 Budgeted ROIC | 3.6% | TBD |
| TSR Payout Curve (Relative to Comparator Group) | Shares Earned as % of Target |
|---|---|
| 50th–100th percentile | Percentile × 2.0 → 100%–200% |
| 30th–49th percentile | 50% + 2.5 × (percentile−30) → 50%–99% |
| <30th percentile | 0% |
- Say-on-Pay support: 99% approval at 2024 annual meeting (advisory) .
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Rutt in SRI filings .
- Potential interlocks/conflicts: None disclosed; Board reports no related-person transactions for 2024 .
Expertise & Qualifications
- Recognized HR leader in transformation, culture, and organizational design; expected to support performance-based, inclusive culture and long-term strategy .
- Education: PhD (Industrial/Organizational Psychology, Univ. of Akron, 1996); MBA (Walsh University, 2004) .
- Sector experience: Technology (Diebold Nixdorf), communications (RRD), industrials (Hexion/Culligan) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As of |
|---|---|---|---|
| Sheila Rutt | 25,867 | <1% | March 18, 2025 |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors and covered employees .
- Director ownership guidelines: 4× annual cash retainer; 5-year period to comply; sale restrictions until guideline met .
Governance Assessment
- Positives: Independent director; multi-committee service (Compensation; NCGC; Compliance & Ethics) and incoming chair of Compliance & Ethics—strong alignment with culture, integrity, and ESG oversight . High shareholder support for pay practices (99% Say-on-Pay) indicates investor confidence in Board’s compensation oversight . No related-party transactions reported for 2024; robust insider trading, anti-hedging/pledging, and recovery policies strengthen governance controls .
- Considerations: 2024 performance headwinds (net sales down 6.9%, net loss widened to $16.5M; year-end share price $6.27 vs $19.57 in 2023) may increase pressure on Board effectiveness and oversight of strategy and talent execution . Equity grant expectations for non-employee directors drop to $83,400 under the new LTIP (from $135,000 in 2023), signaling a more conservative equity approach amid performance challenges .
- RED FLAGS: None identified in filings specific to Rutt—no related-party transactions, no hedging/pledging permitted, and independence affirmed .