Ritu Favre
VALMONT INDUSTRIESAbout Ritu Favre
Ritu Favre, age 56, is an independent director of Valmont Industries, Inc., serving since September 2020, with current committee roles on the Audit Committee (incoming Chair post-April 2025) and Governance & Nominating Committee. She is Group President, Test & Measurement Segment at Emerson Electric (since October 2023; Emerson FY2024 revenue ~$17.5B), holds an M.S. in Electrical Engineering, and self-identifies as Asian—bringing 30 years of technology, engineering, and information security leadership to Valmont’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson Electric | Group President, Test & Measurement Segment | Oct 2023–Present | Leads a major segment; deep tech and cybersecurity oversight experience; Emerson FY2024 revenue ~$17.5B . |
| National Instruments | EVP, Business Units | Nov 2022–Oct 2023 | Senior P&L roles across multiple BUs . |
| National Instruments | EVP & GM: Semiconductor & Electronics; Aerospace, Defense & Government; Transportation | Jan 2021–Nov 2022 | Operated multiple mission-critical tech segments . |
| National Instruments | SVP & GM, Semiconductor Business | 2019–2021 | Led semiconductor solutions and operations . |
| NEXT Biometrics | Chief Executive Officer | 2017–2019 | CEO leadership in biometrics hardware . |
| Synaptics | SVP, Biometrics Products Division | 2014–2016 | Drove biometrics product strategy . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cohu, Inc. (public) | Director | Prior service | Public semiconductor manufacturing company; prior board experience . |
Board Governance
| Committee | Role | 2024 Meeting Count | Notes |
|---|---|---|---|
| Audit Committee | Member; becomes Chair after Mr. den Daas retires (April 2025) | 6 | All members independent; all are audit committee financial experts; oversight includes legal, insurance, IT, cybersecurity and compliance; sole authority over external auditor . |
| Governance & Nominating Committee | Member | 4 | Oversees governance structure, board succession/onboarding/education, shareholder engagement, and sustainability (EHS/social/climate/energy/water/carbon) . |
- Independence: Board determined all directors except the CEO are independent under NYSE standards and Valmont principles; committees are fully independent .
- Attendance: The board met five times over eight days in 2024; all directors attended ≥75% of board and committee meetings; all directors attended the 2024 annual shareholders’ meeting .
- Executive sessions: Independent directors meet in executive session at every board meeting; Lead Independent Director (Catherine J. Paglia) presides .
- Audit Chair transition: Favre designated to become Audit Committee Chair after April 2025, signaling confidence in her finance oversight and risk governance .
Fixed Compensation
| Metric | 2024 | 2025 (policy changes) |
|---|---|---|
| Director cash fees ($) | 106,250 | Audit Chair cash retainer increases to $25,000 (from $20,000) . |
| Annual RSU grant ($) | 145,000 (granted on annual meeting date; vests on first anniversary) | 170,000 RSU grant value approved for 2025 . |
| Total director compensation ($) | 251,250 | Will reflect higher RSU value; Favre as Audit Chair will receive the higher chair retainer . |
| Standard schedule (boardwide) | Base retainer $95,000; audit committee member retainer $10,000; chair retainers (Audit $20k; others $15k); Lead Director $30k; Non-exec Chair $125k | Chair retainers increased (Audit $25k; Governance/HR $17.5k); RSU value increased to $170k . |
Performance Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Annual RSU grant value | $145,000 (RSUs vest on first anniversary of grant) | $170,000 (board-approved increase) . |
| RSUs unvested at year-end | 585 RSUs as of 12/28/2024 | Annual grants made on the date of the annual meeting; vesting remains one-year from grant . |
- Vesting provisions: Director RSUs vest on the first anniversary of grant (subject to deferral) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Cohu, Inc. | Prior director | No Valmont-related interlocks disclosed; no related-party transactions disclosed for Favre . |
Expertise & Qualifications
- Technology, engineering, and information security leadership across semiconductors, biometrics, and test & measurement; 30-year track record in tech development and management .
- Audit Committee financial expert designation (committee-wide); incoming Audit Chair .
- Global operating experience; Emerson leadership role; prior CEO experience at NEXT Biometrics .
- Diversity: Self-identifies as Asian; contributes to board diversity mix .
Equity Ownership
| Metric | As of Mar 3, 2025 | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 1,504 | Includes shares with right to acquire within 60 days (if any); directors generally hold RSUs rather than options . |
| Ownership as % of outstanding | <1% (company statement) | 20,070,905 shares outstanding at record date; individual holdings do not exceed 1% unless indicated . |
| Unvested RSUs (12/28/2024) | 585 | RSUs vest on first anniversary of grant . |
| Pledging/Hedging status | Prohibited for directors/officers | Policy in effect >10 years; bans hedging and pledging of company stock . |
| Director stock ownership guideline | 5× annual retainer; 5 years to comply | Applies to all directors; individual compliance status not disclosed . |
Governance Assessment
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Strengths: Independence; consistent attendance; incoming Audit Committee Chair with financial expert credentials; strong committee oversight of cybersecurity/IT and sustainability; prohibition on hedging/pledging; clawback/recoupment frameworks for executives; director ownership guidelines .
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Compensation alignment: Director pay mix combines cash retainers with annual RSUs that vest after one year; 2025 increases to RSU value and chair retainers are modest and peer-informed; no meeting fees; annual RSU grant capped within total director compensation limit .
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Conflicts/related-party risks: Audit Committee pre-approves and oversees related-person transactions >$120,000; no Favre-related transactions disclosed; board independence reaffirmed annually .
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Shareholder sentiment: Say-on-pay support 95.5% in 2024 (executive pay), indicating broad confidence in compensation governance .
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RED FLAGS: None disclosed for Favre (no pledging/hedging; no related-party transactions; attendance ≥75%; independence affirmed) .