Anne M. Cooney
WESCO INTERNATIONALAbout Anne M. Cooney
Independent director of Wesco International (WCC), age 65, serving since 2021. Former President, Process Industries & Drives Division at Siemens Industry, Inc. (2014–2018); previously COO at Siemens Healthcare Diagnostics (2011–2014) and President, Drives Technologies (2008–2011). Earlier leadership roles at General Electric and Vice President, Manufacturing at Aladdin Industries. Current WCC committee memberships: Audit; Nominating and Governance. Qualifications emphasize operations of complex global organizations, industrial sector leadership, and domain knowledge of electrical and utility end markets, alongside governance, sustainability and human capital expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens Industry, Inc. (Siemens AG) | President, Process Industries & Drives Division | Oct 2014–Dec 2018 | Led global industrial operations; domain expertise in electrical/utility markets |
| Siemens Healthcare Diagnostics (Siemens AG) | Chief Operating Officer | 2011–2014 | Operational leadership; healthcare diagnostics operations |
| Siemens Industry, Inc. | President, Drives Technologies | 2008–2011 | Industrial drives; operations management |
| General Electric Company | Various leadership roles | Not disclosed | Increasing responsibility in industrial businesses |
| Aladdin Industries, LLC | Vice President, Manufacturing | Not disclosed | Manufacturing leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Manitowoc Company, Inc. | Director | Not disclosed | Chair, Compensation; Member, Corporate Governance & Sustainability |
| Summit Materials, Inc. | Former Director | Not disclosed | Governance experience; former public company board service |
Board Governance
- Committee assignments: Audit Committee member; Nominating and Governance Committee member .
- Audit Committee responsibilities include financial reporting oversight, internal controls, cybersecurity risk oversight; all members independent; Audit Committee Report lists Cooney as a signatory .
- Nominating and Governance Committee (3 meetings in 2024): director nominations, director compensation, governance policy oversight, ESG oversight; all members independent .
- Attendance: Each director attended at least 75% of aggregate Board and relevant committee meetings in 2024 .
- Independence: Board annually assesses independence; Cooney determined independent under SEC and NYSE standards .
- Board context: Board size 10; Lead Independent Director is James L. Singleton .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid to all independent directors; no meeting fees; travel reimbursed |
| Committee chair fees | $0 | Audit/Compensation/Nominating chair fees are $30,000, but Cooney is not a chair |
| Cash paid (Cooney) | $125,000 | Per Director Compensation table |
Performance Compensation
| Equity Award Details (2024) | Value/Units | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (Grant date: Mar 1, 2024) | 1,217 RSUs at $152.07 each | Vests on first anniversary of grant | Early termination vesting scale: <3 months=25%; 3–6=50%; 6–9=75%; ≥9=100% |
| Stock awards (Cooney) | $185,000 | Time-based only | Grant date fair value per FASB ASC 718 |
| Outstanding equity awards (12/31/2024) | 1,767 exercisable; 1,228 unvested shares | Various (time-based) | Adjusted for dividend equivalents |
No performance metrics are tied to director compensation; grants are time-based RSUs under the 2021 Omnibus Incentive Plan .
Other Directorships & Interlocks
| Company | Relationship to WCC | Potential Interlock/Conflict Indicator |
|---|---|---|
| The Manitowoc Company, Inc. | Industrial equipment manufacturer | No related-party transactions disclosed for 2024; independent status affirmed |
| Summit Materials, Inc. (former) | Materials and construction | Former role; no current transactional disclosure with WCC |
- Related party: Company policy reviews and discloses material related person transactions; none reported for 2024 .
- Workload oversight: Nominating and Governance Committee annually reviews director qualifications including service on other boards to ensure sufficient time commitment .
Expertise & Qualifications
- Operations management of complex global organizations; industrial sector leadership; domain expertise in electrical/utility end markets .
- Governance, sustainability oversight; human capital and inclusion expertise; experience chairing compensation committee externally .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Stock, as of Mar 27, 2025) | 4,384 shares; <1% | Includes deferred units/RSUs subject to deferral elections as noted; percent indicated “*” (less than 1%) |
| Deferred units/RSUs credited (not deemed currently beneficially owned under Rule 13d-3) | 2,382 shares | Payable after termination of Board service or per deferral election; included in narrative footnote (3) |
| Director stock ownership guidelines | 5x annual cash retainer | Directors have acquired or are acquiring stock in accordance with guidelines |
| Hedging/pledging policy | Prohibited for Section 16 Directors and Officers | No hedging or pledging; no short sales or options trading permitted |
| Section 16(a) compliance | All filings timely for 2024 | Company reports no delinquent filings for 2024 |
Insider Trades (Form 4)
Pattern: Quarterly “A-Award” RSU credits and small “F” entries for withholding; steadily increasing director share count—consistent with retainer deferrals and dividend equivalents in plan design [insider trades SEC links above].
Governance Assessment
- Board effectiveness: Independence affirmed; active service on Audit and Nominating/Governance with 2024 committee activity; attendance ≥75% supports engagement .
- Financial oversight signal: Audit Committee report signed by Cooney indicates direct involvement in financial reporting and auditor independence oversight .
- Alignment: Robust ownership guidelines (5x cash retainer) and prohibition on hedging/pledging strengthen alignment; Section 16 compliance clean for 2024 .
- Compensation design: Director pay is standard (cash retainer + time-based RSUs), no meeting fees; independent compensation consultant (Meridian) supports market-benchmarked compensation .
RED FLAGS
- Related-party transactions: None disclosed for 2024 .
- Hedging/pledging: Prohibited for Section 16 directors (alignment positive) .
- Attendance: Threshold disclosure only (“≥75%”), not full attendance rate—monitor future proxies for granularity .
- External commitments: Serves as Chair of Compensation at Manitowoc; Nominating & Governance Committee monitors outside board service to ensure sufficient time commitment .
Director Compensation (Reference)
| Name | Cash Fees (2024) | Stock Awards (2024) | Total |
|---|---|---|---|
| Anne M. Cooney | $125,000 | $185,000 | $310,000 |
Other Notes
- Director compensation plan includes deferral capability for 25%–100% of retainers; deferred cash converted into stock units at market value on pay dates .
- RSUs granted under 2021 Omnibus Incentive Plan; director equity values adjusted by quarterly dividend equivalents in 2024 .