Francis Scricco
VISTEONAbout Francis M. Scricco
Francis M. Scricco, age 75, has served on Visteon’s Board since 2012 and is currently the non‑executive Chair of the Board, as evidenced by receipt of Chair retainer payments and incremental Chair RSUs in 2023–2024 . He is the former SVP of Avaya (Manufacturing, Logistics & Procurement; prior SVP Global Services) and previously COO (1997–2000) then President & CEO (2000–2002) of Arrow Electronics; earlier roles include GE general manager and starting his career at Boston Consulting Group . He is affirmed independent under Nasdaq and Visteon’s guidelines, with compliant attendance and engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avaya, Inc. | SVP, Manufacturing, Logistics & Procurement; prior SVP Global Services | Feb 2007–Oct 2008; Mar 2004–Feb 2007 | Senior operational leadership across manufacturing, logistics, and services |
| Arrow Electronics, Inc. | COO; then President & CEO | COO: 1997–2000; CEO: 2000–2002 | P&L leadership, public company CEO in Fortune 200 context |
| General Electric | General Manager | Not disclosed | Early operating leadership experience |
| Boston Consulting Group | Consultant | Began career in 1973 | Strategy and analytical grounding |
External Roles
| Organization | Type | Role | Status |
|---|---|---|---|
| Ecobat, LLC | Private | Director | Current |
| PAK Quality Foods Holdings, LLC | Private | Director | Current |
| Masonite International Corporation | Public | Director | Served during past five years (not currently listed in 2025 slate) |
| Transportation Insight, LLC | Private | Director | Served during past five years |
Board Governance
- Independence: Board determined Mr. Scricco is independent (April 2024 and April 2025 reviews) .
- Board Chair: Receives non‑executive Chair retainer; incremental RSUs consistent with Chair role .
- Committees: Not listed as a member of Audit, Corporate Sustainability & Governance, Organization & Compensation, or Technology Committees in 2023–2024 ; 2024–2025 committee rosters similarly exclude him .
- Attendance: No director attended less than 75% of aggregate Board and committee meetings in 2024; Board held 7 meetings; executive sessions of independent directors at each regular meeting .
- Tenure: Director since 2012 .
- Governance framework: Majority voting, proxy access, independent Chair, all committees fully independent, annual evaluations .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $170,000 (includes two quarterly Chair retainer installments totaling $75,000) | $95,000 (standard non‑employee director retainer) |
| Committee Chair/Member Fees ($) | Not disclosed for Scricco; program rates: Audit Chair $20k; Org & Comp Chair $15k; other Chairs $15k; Audit members $10k | Program updated: Audit Chair $25k (+$5k), Org & Comp Chair $20k, other Chairs $15k; Audit members $10k |
| Total Cash ($) | $170,000 | $95,000 |
Notes:
- Non‑executive Chair retainer valued at $150,000 is paid in cash or RSUs at Board discretion .
Performance Compensation
| Equity Grant Detail | FY 2023 | FY 2024 |
|---|---|---|
| Annual RSU grant to non‑employee directors (value) | $125,000; vests ~1 year from grant (June 2023) | $150,000; vests ~1 year from grant (June 2024) |
| Additional RSU for non‑executive Chair (value) | $150,000 (Chair RSU) | $150,000 (Chair RSU) |
| Scricco Stock Awards (total reported) | $275,000 (reflects director RSU + Chair RSU) | $300,000 (reflects director RSU + Chair RSU) |
| Vesting/Distribution | RSUs vest ~1 year; distributable in stock; deferral elections permitted | RSUs vest ~1 year; distributable in stock; deferral elections permitted |
Program features:
- Directors may defer up to 100% of retainers and plan cash into unit accounts linked to Visteon stock; distributed after board service or upon change in control per plan terms .
- Director stock ownership guideline: 5x annual cash retainer within 5 years; all directors in compliance as of Dec 31, 2023 and Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Segment | Interlock/Consideration |
|---|---|---|
| Masonite International (past) | Building products | Public company board service; not a VC customer/supplier disclosed; no related transactions noted |
| Ecobat (current) | Battery recycling (private) | Potential industry adjacency; no related party transactions disclosed |
| Transportation Insight (past) | Logistics (private) | No related party transactions disclosed |
| PAK Quality Foods (current) | Food (private) | No related party transactions disclosed |
Expertise & Qualifications
- Senior leadership, international business experience, financial literacy, marketing/sales, and governance/sustainability & compliance per Board skills matrix .
- Biography reflects >25 years as senior P&L manager across six industries; public company CEO experience .
Equity Ownership
| Metric | As of Apr 11, 2024 | As of Apr 10, 2025 |
|---|---|---|
| Common Stock Beneficially Owned (shares) | 6,542; <1% of outstanding (27,595,884 shares) | 8,392; <1% of outstanding (27,257,428 shares) |
| Stock Units (deferred/plan) | 23,959 units | 24,901 units |
| Pledged as Collateral | None pledged by any director/officer listed | |
| Anti‑Hedging/Pledging Policy | Company prohibits hedging and pledging; pre‑clearance required for insider transactions |
Governance Assessment
- Strengths: Independent non‑executive Chair (Scricco), robust governance framework (majority voting, proxy access, all‑independent committees), clawback compliant with SEC/Nasdaq rules, no excise tax gross‑ups, prohibition on hedging/pledging, and strong say‑on‑pay support (~97% in 2023 and 2024) enhancing investor confidence .
- Engagement/Attendance: Compliant attendance (≥75%), executive sessions at each regular meeting, and ongoing shareholder engagement program .
- Compensation alignment (Director): Cash retainer modest; equity grants are time‑vested RSUs (not performance‑based), with ownership guidelines met; Chair retainer structured as cash or RSUs—aligns incentives but lacks explicit performance metrics, typical for director pay .
- Potential red flags: Long tenure (since 2012) and age (75) may raise refreshment/entrenchment concerns; Board explicitly considered age in re‑nomination and emphasizes balanced refreshment and diversity . No related‑party transactions disclosed; no pledging; policy framework mitigates conflicts .
Overall, Scricco’s role as independent non‑executive Chair, clean related‑party profile, and adherence to ownership and anti‑hedging rules support governance quality; lack of committee membership concentrates his contribution in board leadership rather than specialized committee oversight .