Mark Trudeau
TE ConnectivityAbout Mark C. Trudeau
Independent director of TE Connectivity (TEL) since 2016; age 63. Former President & CEO of Mallinckrodt plc (2013–2022) with 30+ years in global pharmaceuticals and medical products across Abbott, Bristol‑Myers Squibb, Bayer, and Covidien. Holds a B.S. in Chemical Engineering and an MBA from the University of Michigan; designated by TEL as meeting the SEC’s “audit committee financial expert” definition. Currently serves on TEL’s Management Development & Compensation Committee (MDCC). Notably, Mallinckrodt filed for Chapter 11 in Oct 2020 during his CEO tenure—an important context point for governance risk review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mallinckrodt plc | President, CEO, Director | Jun 2013 – Jun 2022 | Led specialty pharma; company filed Chapter 11 in Oct 2020 during tenure . |
| Covidien plc (Pharmaceuticals) | SVP; President, Pharmaceuticals | From Feb 2012 | Executive leadership of pharma segment . |
| Bayer HealthCare Pharmaceuticals (U.S.) | CEO (U.S.); President (U.S. org); Interim President, Global Specialty Medicine | Joined 2009; Interim role Jan–Aug 2010 | Ran U.S. pharma business; interim global BU lead . |
| Bristol‑Myers Squibb | Multiple senior roles (e.g., President Asia/Pacific; President & GM Canada; GM/MD U.K.) | ~10+ years (pre‑2009) | Regional P&L and country leadership . |
| Abbott Laboratories | Executive roles | 1988–1998 | Various management positions . |
External Roles
| Company/Institution | Capacity | Tenure | Notes |
|---|---|---|---|
| Public company boards (current) | None | — | TEL lists no current public company directorships . |
| Mallinckrodt plc | Director (also CEO) | 2013–2022 | Prior 5 years directorship; ended 2022 . |
Board Governance
- Committee assignments: Member, Management Development & Compensation Committee (MDCC). MDCC met 6 times in FY2024; oversees exec pay, succession, human capital, incentive design, and clawbacks .
- Independence: Board determined Trudeau is independent; TEL board currently 10 of 12 nominees independent .
- Attendance and engagement: TEL board held 8 meetings in FY2024; all incumbent directors attended >75% of board and committee meetings; non‑management directors held 4 executive sessions. Directors are expected to attend AGM .
- Tenure on TEL board: Director since 2016 .
- Chair roles: Not a committee chair (MDCC chair is Abhijit Y. Talwalkar) .
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer . |
| Committee membership fees | $0 | No audit member fee applicable; MDCC member fee not listed; only certain roles have additional fees . |
| Chair premiums | $0 | Not a chair; Audit Chair +$30k, NGCC Chair +$25k, MDCC Chair +$25k (for context) . |
| Total Cash | $100,000 | As reported . |
Fee structure context (for all directors): $100,000 cash retainer; $200,000 equity; select chair/member adders; no meeting fees disclosed .
Performance Compensation (Director)
| Grant | Detail | Value/Terms |
|---|---|---|
| Equity grant (Dec 12, 2023) | 1,525 TEL shares to each non‑employee director (including Trudeau) | Grant date fair value $206,638 (based on $135.50 close); number of shares determined using 20‑day avg price $131.10 . |
Notes:
- Director compensation is time‑based (shares), not performance‑metric based. TEL’s policy emphasizes equity to align directors with shareholders; hedging/pledging prohibited .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None . |
| Prior 5‑year public boards | Mallinckrodt plc (ended 2022) . |
| Compensation committee interlocks | None disclosed for TEL (company‑wide disclosure) . |
| Potential customer/supplier conflicts | None disclosed in related‑party review; no related person transactions in FY2024 . |
Expertise & Qualifications
- Executive leadership: Former CEO (Mallinckrodt), senior roles at Covidien, Bayer, BMS; extensive global operations and strategy .
- Financial expertise: TEL identifies Trudeau as meeting SEC “audit committee financial expert” definition .
- Industry depth: Specialty pharmaceuticals; commercial and P&L leadership across U.S., APAC, Canada, U.K. .
- Education: B.S. Chemical Engineering; MBA—University of Michigan .
Equity Ownership
| Measure | Amount | Source/Notes |
|---|---|---|
| Beneficial ownership (TEL shares) | 6,688 shares | As of Jan 13, 2025 . |
| Shares outstanding (context) | 298,472,685 | As of Jan 13, 2025 . |
| Ownership as % of shares outstanding | ~0.002% | Calculated from 6,688/298,472,685; underlying data cited . |
| Hedging/pledging | Prohibited for directors by TEL policy . | |
| Director ownership guideline | 5x annual cash retainer ($500,000) within 5 years; all current directors met or (for newest) on track | Policy and compliance status per proxy; Clamadieu and Lin “on track” . |
Governance Assessment
-
Strengths and positive signals
- Independence affirmed; no related‑party transactions requiring disclosure; Section 16(a) compliance reported as fully timely—bolstering governance confidence .
- Active MDCC member; MDCC uses independent consultant (Pay Governance) and applies clawback policy—supporting robust pay governance .
- Director equity retainer and stock ownership policy (5x retainer) align incentives; hedging/pledging prohibited—good ownership alignment .
- Board engagement indicators: >75% attendance; regular executive sessions .
-
Risk indicators and monitoring items
- RED FLAG: Led Mallinckrodt as CEO during its October 2020 Chapter 11 filing—raises questions about past risk management and litigation exposure experience (context may be valuable, but investors often scrutinize such histories) .
- No current public company directorships—limits interlocks (positive for conflicts) but also reduces external board benchmarking exposure .
-
Compensation alignment
- Director compensation mix standard (cash + time‑based equity); no meeting fees; 2024 total $306,638 (cash $100,000; equity $206,638)—appears market‑typical for a large‑cap industrial technology issuer .
-
Shareholder sentiment (context)
- 2024 Say‑on‑Pay support ~93%—indicates investor comfort with executive pay oversight (MDCC governance) .
Insider Filings & Compliance
| Item | FY2024 Status |
|---|---|
| Delinquent Section 16(a) reports | None—company reports full compliance for directors and officers . |
Board Governance (Contextual Details)
- Board composition and independence: 10 of 12 nominees independent; all directors elected annually by majority of votes cast .
- Executive sessions: 4 meetings of non‑management directors in FY2024 .
- Committee scopes: MDCC oversees CEO/NEO compensation, succession, incentives, clawbacks, and human capital; held 6 meetings in FY2024 .
Related‑Party & Conflicts Review
- Policy: NGCC reviews and approves related‑person transactions; criteria include arms‑length terms and materiality thresholds .
- FY2024 outcomes: No related person transactions requiring disclosure .
Fixed Compensation (All Directors – Reference Structure)
| Role | Cash | Equity | Notes |
|---|---|---|---|
| Non‑employee director | $100,000 | $200,000 | Equity granted as TEL shares; Dec 12, 2023 grant of 1,525 shares (per director) . |
| Chair adders | Up to $185,000 (Board Chair) | — | Committee chair adders: Audit $30k; NGCC $25k; MDCC $25k; Audit member $15k . |
Performance Compensation (NEO context for MDCC oversight)
- MDCC administered AIP metrics: EPS, Revenue, Operating Income, KPI with structured targets and caps; FY2024 corporate bonus score 112.6%; PSUs vest on 3‑year relative EPS vs S&P 500 Non‑Financials; robust clawback policy adopted .
Overall: Trudeau brings deep operating and financial expertise and is assessed independent, active on the compensation committee, and aligned via equity ownership. The main governance watch‑item is his leadership of Mallinckrodt through a bankruptcy, which merits continued monitoring for reputational or litigation overhangs; otherwise, no attendance, related‑party, or compliance red flags were disclosed .