Dawn Willoughby
TE ConnectivityAbout Dawn C. Willoughby
Independent director at TE Connectivity (TEL), age 55, serving since 2020. Former Executive Vice President and Chief Operating Officer at The Clorox Company; earlier nine years in sales management at Procter & Gamble. Education: BA in Sports Management (University of Minnesota) and MBA (UCLA Anderson). Currently serves on TEL’s Management Development & Compensation Committee (MDCC) and is Board-designated independent under NYSE and TEL’s standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Executive Vice President & Chief Operating Officer | Sep 2014 – Jan 2019 | Led business operations; sustainability insights; prior GM roles across Cleaning, Home Care, Glad |
| The Clorox Company | Senior Vice President & General Manager (Cleaning Division) | Prior to 2014 | Operational leadership, strategy execution |
| The Clorox Company | VP & GM (Home Care Products) | Prior roles | Category leadership |
| The Clorox Company | VP & GM (Glad Products) | Prior roles | JV/product stewardship |
| Procter & Gamble | Sales Management | ~9 years (pre-2001) | Commercial execution, sales leadership |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| J. M. Smucker Company | Director | Current | Public company board |
| International Flavors & Fragrances Inc. (IFF) | Director | Current | Public company board; TEL Chairman Carol A. (“John”) Davidson also serves on IFF board (interlock) |
Board Governance
- Committee assignments: Member, Management Development & Compensation Committee (MDCC); MDCC held six meetings in FY2024 and oversees executive compensation, succession, clawbacks, and human capital management .
- Independence: Board determined 10 of 12 nominees are independent, including Willoughby .
- Attendance & engagement: Board held 8 meetings in FY2024; all incumbent directors attended >75% of Board and committee meetings; all 11 then-serving directors attended the 2024 AGM; non-management directors met in executive session four times .
- Time-commitment limits: NGCC annually reviews director commitments; policy caps directors at ≤5 public boards (including TEL); Willoughby’s three boards (TEL, SJM, IFF) comply .
- Retirement policy: Board retirement age set at 72 with case-by-case waivers .
- Cyber oversight: Board maintains a Joint Committee on Cybersecurity (all independent); MDCC and Audit oversee risk dimensions relevant to comp and controls .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash annual retainer | $100,000 | Standard non-employee director cash retainer effective Oct 2023 |
| Additional chair/member fees | $0 | MDCC chair = $25,000; Audit chair = $30,000; Audit member = $15,000; TEL shows Willoughby not a chair/member drawing additional fees in FY2024; her cash earned was $100,000 |
| All other compensation | $10,000 | TEL charitable matching gift program on her behalf |
Total FY2024 director compensation: $316,638 (cash $100,000; stock awards $206,638; other $10,000) .
Performance Compensation
Directors receive equity as annual grants; MDCC oversees performance-tied metrics for executives, which informs board effectiveness on pay-for-performance.
- Director equity grant (FY2024): On Dec 12, 2023, each non-employee director received 1,525 shares; grant date fair value priced at $135.50 per share (fair value) and share count derived using 20-day average price of $131.10; Willoughby’s stock award value was $206,638 .
| Equity Detail | Metric | Value |
|---|---|---|
| Grant date | Dec 12, 2023 | |
| Shares granted | 1,525 | |
| Share count determination | 20-day average price $131.10 | |
| Grant date fair value per share | $135.50 | |
| Total stock award value | $206,638 |
- MDCC Annual Incentive Plan metrics (for executives under MDCC oversight):
| Metric | Corporate Weight | Communications Solutions Weight | Transportation Solutions Weight |
|---|---|---|---|
| Adjusted EPS | 20% | 20% | 20% |
| Revenue | 30% | 30% | 25% |
| Operating Income | 30% | 30% | 35% |
| KPI (operational) | 20% | 20% | 20% |
FY2024 say-on-pay approval: ~93% of votes cast approved NEO compensation, evidencing shareholder support for program design overseen by MDCC .
Other Directorships & Interlocks
| TEL Director | External Company | Interlock Type |
|---|---|---|
| Dawn C. Willoughby | IFF | Willoughby director; TEL Chairman Davidson also IFF director (network interlock) |
| Dawn C. Willoughby | J. M. Smucker | No disclosed TEL cross-director interlock in proxy |
- Related-party transactions: TEL disclosed no related person transactions requiring disclosure in FY2024; NGCC reviews/applies robust approval standards for any such cases .
- Charitable affiliation policy: NGCC must approve donations to organizations associated with a director; limits apply (lesser of >$1mm or 2% of org revenues annually) .
Expertise & Qualifications
- Deep operating leadership in consumer products (Clorox) with sustainability experience; management, strategy, sales, marketing expertise valued by TEL Board .
- Public company governance experience via current service at SJM and IFF .
Equity Ownership
| Ownership Element | Amount |
|---|---|
| Beneficially owned TEL shares (Jan 13, 2025) | 6,410 |
| TEL shares outstanding (Jan 13, 2025) | 298,472,685 |
| Ownership as % of shares outstanding | ~0.0021% (6,410 / 298,472,685) |
| Director stock ownership guideline | ≥5x cash retainer ($500,000) within 5 years; TEL states all current directors met or are on track; Willoughby met guideline as of FY2024 year-end |
| Hedging/pledging policy | Prohibited for directors (no margin accounts or pledging; hedging transactions barred) |
Governance Assessment
- Board effectiveness: Willoughby’s MDCC service places her at the center of compensation oversight, succession planning, clawback enforcement, and human capital governance; MDCC met six times in FY2024 and produced its report signed by Chair Talwalkar, Trudeau, and Willoughby, indicating active engagement .
- Independence & attendance: Independent; Board disclosed strong attendance (>75%) and AGM participation, supporting director engagement .
- Ownership alignment: Receives annual equity grants; complies with 5x retainer ownership guideline; hedging/pledging prohibitions reduce misalignment risk .
- Conflicts & related-party risk: No related-person transactions disclosed; NGCC policy and charitable donation controls mitigate conflict risks; however, an interlock exists at IFF with TEL’s Chairman, which is a monitoring item for potential information flow—not a disclosed conflict .
- Shareholder signals: Strong say-on-pay (93%) under MDCC oversight suggests alignment with investor expectations; AIP metrics explicitly tie pay to EPS, revenue, and operating income, reducing discretion risk .
RED FLAGS: None disclosed in proxy regarding related-party transactions, hedging/pledging, or attendance shortfalls. Monitor interlocks (IFF) for perceived influence or information asymmetry, though no adverse disclosure is made .