B. Joanne Edwards
About B. Joanne Edwards
Independent director since 2018; age 69 as of the 2025 proxy. Former senior executive at Eaton and Veris Industries, with deep operational, strategic, and financial experience in diversified manufacturing. Chairs the Nominating & Corporate Governance (N&CG) Committee and serves on the Compensation Committee; current external public and private boards include Atkore Inc. and Amsted Industries.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton | SVP & GM, Residential & Wiring Device Division | 2013–2017 | Senior leadership in strategy, finance, and operations |
| Eaton | VP & GM, Residential Products | 2011–2013 | Business unit leadership |
| Eaton | Senior Business Unit Manager, Residential Products | 2007–2011 | BU leadership |
| Veris Industries LLC | President | 2002–2007 | P&L and growth execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atkore Inc. | Director | Not disclosed | Current public company directorship |
| Amsted Industries | Director | Not disclosed | Current board role (private) |
| Hexion, Inc. | Director | Prior service | Former public company board |
Board Governance
- Independence: Board determined in July 2025 that all directors except the CEO are independent; all Audit and Compensation Committee members meet enhanced independence standards required by NYSE/SEC.
- Committee assignments: Chair, N&CG Committee; member, Compensation Committee.
- Committee activity and structure:
- N&CG Committee: Edwards (Chair); 2025 meetings held: 4; oversees governance charters, board refreshment, performance reviews, and ESG strategy.
- Compensation Committee: Edwards (member); 2025 meetings held: 5; all members independent; oversees pay plans, goals, agreements, director pay, CD&A, and shareholder feedback.
- Attendance: Board held 7 meetings and committees held 17 in FY 2025; each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting; company anticipates full attendance at 2025 annual meeting.
- Governance practices: Regular executive sessions of independent directors; stock ownership guidelines; anti-hedging/pledging; SEC-compliant clawback policy; Lead Independent Director role (Michael A. Hickey since 2024 annual meeting).
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned in Cash ($) | 69,125 | 63,000 |
| Stock Awards ($) | 157,307 | 166,869 |
| All Other Compensation ($) | 5,182 | 4,919 |
| Total ($) | 231,614 | 234,788 |
| Unvested Stock (#) | 4,054 | 3,474 |
Director compensation program elements:
- Annual cash retainer: $70,000; chair fees: Audit $20,000, Compensation $15,000, N&CG $10,000, I&T $15,000; non-chair fees: Audit $10,000, Compensation $7,500, N&CG $5,000, I&T $7,500; Lead Independent Director fee: $25,000. No meeting fees or perquisites for directors.
- Annual equity grant: $130,000 in restricted stock, vests in 3 years; considered beneficially owned; accrues dividend equivalents; accelerated upon director retirement or change-in-control.
- Deferrals: Directors may defer up to 100% of cash retainer into MSPP RSUs at 25% discount (2025 MSPP grants valued at $120.86 per share based on June 30, 2025 close).
Performance Compensation
- Non-employee director equity is time-based restricted stock; no performance metrics apply to director compensation.
| Performance Metrics Applied to Director Compensation | FY 2024 | FY 2025 |
|---|---|---|
| Performance-based metrics | None (time-based RSAs only) | None (time-based RSAs only) |
Other Directorships & Interlocks
- Current boards: Atkore Inc.; Amsted Industries.
- Compensation Committee interlocks: None; members (including Edwards) have never been employees/officers; no reciprocal executive interlocks with other entities’ boards/compensation committees.
- Related party transactions: None since July 1, 2024.
Expertise & Qualifications
- Extensive senior leadership in global diversified manufacturing; strategic, financial, and operational expertise supporting short- and long-term growth strategies.
- Governance leadership: Chairs N&CG overseeing charters, board composition, performance reviews, and ESG strategy execution.
Equity Ownership
| Metric | As of July 31, 2024 | As of July 31, 2025 |
|---|---|---|
| Common Stock Beneficially Owned (#) | 4,882 | 5,646 |
| Percent of Outstanding Shares | <1% | <1% |
| Shares Convertible Within 60 Days (#) | 346 | 387 |
- Director stock ownership guidelines: Minimum of 5x annual cash retainer; all non-employee directors were in compliance as of June 30, 2025.
- Anti-hedging/anti-pledging: Prohibits hedging, options, short sales, margin accounts, or pledging; no prohibited transactions by directors.
- Section 16(a): All required ownership reports timely filed in FY 2025.
Governance Assessment
- Strengths: Independent director with manufacturing-operational depth; chairs N&CG with clear remit across board effectiveness and ESG oversight; strong attendance; director pay emphasizes multi-year equity alignment; robust governance controls (anti-hedging/pledging, clawback, ownership guidelines) and no related-party transactions or interlocks disclosed.
- Watch items: External board commitments at Atkore and Amsted warrant ongoing monitoring for potential conflicts, though none disclosed; beneficial ownership is modest in % terms but board indicates directors meet ownership guidelines; continued transparency on any transactions involving companies where Edwards serves is advisable.