Laura K. Thompson
WESCO INTERNATIONALAbout Laura K. Thompson
Independent director at Wesco International, Inc. (WCC); age 60; director since 2019. Former Executive Vice President and Chief Financial Officer of The Goodyear Tire & Rubber Company, with 35+ years of international finance and operating experience. Serves as Audit Committee Chair and member of the Executive Committee at WCC, and is designated an Audit Committee Financial Expert. The Board has affirmatively determined her independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goodyear Tire & Rubber Company | Executive Vice President and CFO | 2013–2018; EVP until retirement in March 2019 | Senior finance leadership; prior roles included VP Business Development and VP Finance & Director of Investor Relations |
External Roles
| Company | Role | Committees |
|---|---|---|
| Parker Hannifin Corporation | Director | Audit; Corporate Governance & Nominating |
| Titan International, Inc. | Director | Audit; Compensation; Nominating; Corporate Governance |
Board Governance
- Committee assignments and roles:
- Audit Committee Chair; Executive Committee member
- Audit Committee met 8 times in 2024; Thompson is an Audit Committee Financial Expert; all members independent
- Independence: Affirmed independent under NYSE standards
- Attendance: Board held four meetings in 2024; each director attended 75% or more of aggregate Board and applicable Committee meetings; all directors attended the Annual Meeting
- Executive sessions: Non-management directors met in executive session at each regularly scheduled Board meeting; sessions presided over by the Lead Director
- Board/Committee evaluations: Annual third-party-led evaluations and peer reviews under Lead Director oversight
Fixed Compensation
| Element | Amount | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly; independent directors |
| Audit Committee Chair retainer | $30,000 | Additional annual retainer for chair role |
| Total cash fees (2024 reported) | $155,000 | Per Director Compensation table (Thompson line) |
| Annual equity grant (RSUs) | $185,000 | Grants vest on first anniversary; time-based |
| RSU grant date and units | March 1, 2024; 1,217 RSUs | Grant-date fair value $152.07 per RSU |
| Meeting fees | None | No fees for meeting attendance; reimbursement of reasonable travel expenses |
| Deferred compensation | Available | Directors may defer 25–100% of cash and equity into stock units |
| Stock ownership guidelines | 5x annual cash retainer | All directors have acquired or are acquiring stock in accordance |
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Director equity (RSUs) | Time-based vesting (annual RSUs) | None; RSUs vest on service time; no option or PSU performance conditions for directors |
Other Directorships & Interlocks
| Company | Overlap Type | Potential Consideration |
|---|---|---|
| Parker Hannifin Corporation | External directorship; industrial manufacturer | Supplier/customer network relevance; no related-party transactions disclosed at WCC for 2024 |
| Titan International, Inc. | External directorship; industrial manufacturer | Supplier/customer network relevance; no related-party transactions disclosed at WCC for 2024 |
Expertise & Qualifications
- Financial expertise and global executive leadership background; audit committee financial expert designation
- Experience in finance, operations, climate impact, inclusion initiatives, and business development at a Fortune 200 company
- Public company board service and committee leadership across audit, compensation, and governance
Equity Ownership
| Measure | Amount | Date/Status |
|---|---|---|
| Beneficial ownership (proxy record date) | 9,287 shares; less than 1% | As of March 27, 2025; includes deferred units/RSUs elections as noted in footnote (1,037) |
| Unvested RSUs (year-end) | 1,228 shares | As of December 31, 2024 |
| Exercisable equity awards | 1,037 | As of December 31, 2024 |
| Latest post-transaction ownership (Form 4) | 10,328.0781 shares | As of September 30, 2025 |
- Hedging/pledging: Section 16 directors prohibited from hedging and pledging WCC stock; margin accounts prohibited
- Ownership guidelines: Directors must hold 5x cash retainer; Board reports compliance
Recent Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-03-01 | Award (RSU) | 1,217 | $0.00 | 9,274.4849 | |
| 2024-03-29 | Award (Dividend Eq.) | 5.4054 | $0.00 | 9,279.8903 | |
| 2024-06-28 | Award (Dividend Eq.) | 5.8547 | $0.00 | 9,285.7450 | |
| 2024-09-30 | Award (Dividend Eq.) | 5.5393 | $0.00 | 9,291.2843 | |
| 2024-12-31 | Award (Dividend Eq.) | 5.1546 | $0.00 | 9,296.4390 | |
| 2025-03-01 | Award (RSU) | 1,025 | $0.00 | 10,312.5351 | |
| 2025-03-01 | Tax Withholding (F) | 8.9039 | $180.47 | 9,287.5351 | |
| 2025-03-31 | Award (Dividend Eq.) | 6.0262 | $0.00 | 10,318.5613 | |
| 2025-06-30 | Award (Dividend Eq.) | 5.0681 | $0.00 | 10,323.6294 | |
| 2025-09-30 | Award (Dividend Eq.) | 4.4487 | $0.00 | 10,328.0781 |
Related-Party and Conflicts
- Policy and review process in place; the Company disclosed no related-party transactions for 2024 involving directors or executives
- Compensation Committee interlocks: None; no executive officers serve on other public company compensation committees where reciprocal relationships exist
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: Approximately 97% support in 2024; reflects shareholder endorsement of compensation alignment
- Ongoing shareholder engagement and use of independent consultants (Meridian) for compensation benchmarking; director compensation assessed against same peer group as executives
Governance Assessment
- Strengths:
- Audit Chair with CFO-level experience and Audit Committee Financial Expert designation enhances financial oversight and cybersecurity risk oversight
- Confirmed independence, strong attendance, and active executive sessions improve board effectiveness
- Robust anti-hedging/pledging policy and stock ownership guidelines support alignment; Section 16 filings timely
- No related-party transactions disclosed; Board conducts rigorous annual third‑party evaluations and peer reviews
- Considerations:
- Multiple external boards (Parker Hannifin and Titan International) increase commitments; WCC’s annual evaluations and independence determinations mitigate time/independence concerns
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Laura K. Thompson | $155,000 | $185,000 | $340,000 |
Board & Committee Structure (Context)
| Committee | 2024 Meetings | Members | Notes |
|---|---|---|---|
| Audit | 8 | Laura K. Thompson (Chair), Glynis A. Bryan, Anne M. Cooney, Sundaram Nagarajan, Easwaran Sundaram | All independent; Thompson designated Audit Committee Financial Expert |
| Executive | 0 | James L. Singleton (Chair), John J. Engel, Matthew J. Espe, Bobby J. Griffin, Laura K. Thompson | Majority independent (except CEO) |
| Nominating & Governance | 3 | Bobby J. Griffin (Chair), Anne M. Cooney, Steven A. Raymund, James L. Singleton, Easwaran Sundaram | All independent; ESG oversight |
Appendix: Biographical Snapshot
- Laura K. Thompson: Former EVP and CFO at Goodyear; extensive finance and operations leadership; director at Parker Hannifin and Titan International; Audit Chair and Executive Committee member at WCC; audit financial expert