James Shannon
About James M. Shannon
James M. Shannon, 72, is the independent non‑executive Chair of UL Solutions’ Board, serving as a director and Chair since 2012; he was designated to the Board by UL Standards & Engagement (ULSE), the controlling stockholder . He previously served as President & CEO of the National Fire Protection Association (2002–2014), President of the International Electrotechnical Commission (2017–2019), Attorney General of Massachusetts (1987–1991), and a U.S. Representative (elected 1978; three terms) . Shannon holds a B.A. in Political Science from Johns Hopkins University and a J.D. from George Washington University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UL Solutions Inc. | Director; Chair of the Board | 2012–present | Independent non‑executive Chair; leads Board agendas and presides over independent executive sessions . |
| International Electrotechnical Commission | President; Executive Committee member | President 2017–2019; EC 2016–2021 | Led global standardization body; standards governance oversight . |
| National Fire Protection Association | President & CEO | 2002–2014 | Led global safety standards nonprofit; industry influence relevant to TIC . |
| Commonwealth of Massachusetts | Attorney General | 1987–1991 | State chief legal officer; public oversight credentials . |
| U.S. House of Representatives | Member of Congress | 1979–1985 (elected 1978; three terms) | Ways and Means Committee; policy background . |
| World Peace Foundation | Trustee | 2000–2019 | Nonprofit board service . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UL Standards & Engagement (ULSE) | Director and Chair | Director since Nov 2021; Chair current | ULSE is ULS’s controlling stockholder; Shannon is ULSE Chair . |
| UL Research Institutes (ULRI) | Trustee | Since 2009 | ULRI is sole member of ULSE; enterprise governance continuity . |
Board Governance
- Independence and leadership: The Board affirmed Shannon is an “independent director” under NYSE rules; he serves as independent, non‑executive Chair, separate from the CEO role, and leads independent director executive sessions .
- Committee assignments: As Board Chair, Shannon is not listed on standing committees (Audit, HCC, Nominating, Finance) .
- Attendance: The Board held 12 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Controlled company and ULSE designation: ULS is a controlled company; ULSE holds ~95.7% of voting power and designates four directors (including Shannon); each committee must include at least one ULSE designee while ULSE holds sufficient rights .
- ULSE observer/consent rights: ULSE maintains board observer rights and broad consent rights over significant corporate actions (e.g., M&A thresholds, capital issuance/repurchase limits, dividend policy changes, CEO hiring, charter/bylaw changes) while it owns at least specified voting thresholds; these rights are embedded in the Charter and Stockholder Agreement .
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Detail | Amount |
|---|---|---|
| Cash retainers | Base cash retainer (post‑IPO): $85,000; Chair of Board premium: $120,000; committee chair/member retainers as applicable (not applicable to Shannon for committees) . | — |
| 2024 fees earned (pro‑rated pre‑/post‑IPO) | Cash fees for 2024 | $241,250 |
| Annual equity grant (RSUs) | Grant date May 1, 2024; grant date fair value | $169,998 |
| Total 2024 director compensation | Cash + RSU grant value | $411,248 |
| Deferred compensation election | Shannon deferred $38,438 of post‑IPO retainer into stock units (settled in Class A upon distribution) . | $38,438 |
| Director equity program terms | Director RSUs vest at the earlier of the one‑year anniversary of grant or next annual meeting; dividend equivalents accrue; non‑employee director program adopted at IPO . | — |
Notes: The director equity program adds equity to historically cash‑only director pay, improving alignment post‑IPO .
Performance Compensation
- ULS does not use performance‑conditioned equity for non‑employee directors; director RSUs vest based on time/tenure, not financial or TSR goals .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| UL Standards & Engagement (ULSE) | Controlling stockholder of ULS; Shannon is ULSE Chair and ULS designee | ULSE designates directors and holds consent/observer rights; may influence strategy, capital structure, governance . |
| UL Research Institutes (ULRI) | Sole member of ULSE; Shannon is a trustee | Related‑party ecosystem; enterprise relationships (standards access, facilities/support services) . |
Expertise & Qualifications
- Standards and safety governance leadership (IEC President; NFPA CEO), public policy/legal oversight (former Attorney General & U.S. Representative), and TIC‑adjacent industry experience; education: B.A. (Johns Hopkins), J.D. (GWU) .
- Board leadership effectiveness: As independent Chair, sets Board agenda, facilitates independent oversight and executive sessions .
Equity Ownership
| Metric | Detail | Value |
|---|---|---|
| Beneficial ownership (Class A) | Shares beneficially owned | 12,885 shares (<1%) |
| Includes | RSUs vesting within 60 days of Mar 26, 2025 | 4,927 RSUs |
| Deferred stock units | Vested DSUs under Director Deferred Compensation Plan | 816 units |
| Outstanding unvested director RSUs | As of Dec 31, 2024 | 4,915 RSUs (each non‑employee director) |
| Ownership guidelines (directors) | 5x annual cash retainer; retain 100% of shares until met | Policy in place; all directors either meet or comply via retention as of Dec 31, 2024 |
| Hedging/pledging | Prohibited; no margin or pledging of ULS stock | Policy applies to directors |
Related‑Party Exposure (Ecosystem with ULSE and ULRI)
| Transaction/Agreement | 2024 Amount/Key Term | Notes |
|---|---|---|
| Standards access (ULSE/ULC library) | $22 million expense | Access to standards used by ULS certification customers |
| Corporate support services to ULSE/ULRI | $3 million fees earned | HR, finance, IT, legal, etc. provided by ULS |
| Technical/lab services to ULSE/ULRI | $1 million fees earned | Outsourced testing/verification by ULS |
| Trademark license (UL marks) | Royalty‑free | ULSE/ULRI receive licenses to use UL trademarks; no royalties |
| Lease to ULSE (Raleigh‑Durham facility) | Base rent ~$0.4 million year 1; 10‑year term; 3% escalator | Two 5‑year renewal options; Audit Committee approved |
These related‑party arrangements are reviewed under the company’s Related Party Transactions policy (Audit Committee oversight; arm’s‑length criteria) .
Governance Assessment
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Positives
- Independent, non‑executive Chair structure; explicit separation from CEO enhances oversight; independent executive sessions led by Shannon .
- Board confirms Shannon’s NYSE independence despite ULSE designation; Board‑wide >75% attendance in 2024 .
- Introduction of equity grants post‑IPO aligns director incentives with shareholders; director ownership guidelines (5x cash retainer) and strict anti‑hedging/pledging policies strengthen alignment .
-
Risk Indicators and RED FLAGS
- Controlled company with ULSE holding ~95.7% voting power; ULSE designates four directors (including Shannon) and holds broad consent/observer rights over strategic, capital, and governance actions—concentrated influence can constrain minority shareholder rights and Board autonomy .
- Shannon concurrently chairs ULSE (controlling stockholder) and chairs ULS’s Board, creating potential perceived conflicts when Board decisions intersect ULSE’s consent rights or related‑party arrangements (standards access fees, services, lease) despite independence determinations and Audit Committee oversight .
- Committee composition must include ULSE designees while rights persist, potentially influencing committee‑level oversight (audit, compensation, nominations) .
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Director Compensation Structure Signals
- Transition from cash‑only (pre‑IPO) to balanced cash+time‑vested RSUs (post‑IPO) is positive for alignment but lacks performance conditions; equity remains time‑based for directors, which is common market practice .
-
Overall Implication
- Shannon brings deep standards, public policy, and governance expertise with strong Board process leadership; however, his dual leadership roles (ULS Chair; ULSE Chair) within a controlled structure warrant heightened monitoring of independent director assertiveness, committee oversight rigor, and related‑party transaction safeguards to protect minority shareholders .