Denise Dickins
WATSCOAbout Denise Dickins
Denise Dickins, Ph.D., age 63, is a Class B Director of Watsco (WSO) who has served on the Board since 2007. She is Professor Emeritus at East Carolina University, a CPA and CIA, and previously served as Partner in Charge of Arthur Andersen’s South Florida Audit Division. At Watsco, she chairs both the Audit and Compensation Committees and is a member of the Nominating & Governance Committee; the Board has affirmed her independence and reported 100% attendance across Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East Carolina University | Professor; Professor Emeritus (Accounting & Auditing) | Since 2006; Emeritus status noted | Academic expertise in auditing and corporate governance |
| Arthur Andersen LLP | Partner in Charge, South Florida Audit Division | 1983–2002 | Led audit practice; deep audit/controls expertise |
| Steiner Leisure Ltd. | Director | Until sale in Dec 2015 | Audit Chair; Governance & Nominating member |
| Great Lakes Dredge & Dock | Director | Until resignation in Oct 2015 | Audit Chair |
| TradeStation Group, Inc. | Director | Until sale in Jun 2011 | Lead Director; Nominating Chair; Audit & Compensation member |
External Roles
| Organization | Role | Committees |
|---|---|---|
| NV5 Global, Inc. | Director | Chair of Audit Committee; Chair of Compensation Committee |
| PCAOB Investor Advisory Group | Member | Investor advisory engagement (disclosed in 2024 proxy) |
Board Governance
- Independence: Board affirmatively determined Dickins is independent under NYSE rules .
- Committee leadership: Audit Committee Chair; Compensation Committee Chair; Nominating & Governance Committee member .
- Attendance: 100% attendance at Board and applicable committees in 2024 .
- Audit Committee composition and expertise: Dickins (Chair), J. Michael Custer, Ana Lopez-Blazquez; all designated “audit committee financial experts” .
| Committee (2024) | Denise Dickins Role | Meetings Held (2024) |
|---|---|---|
| Audit | Chair | 6 |
| Compensation | Chair | 6 |
| Nominating & Governance | Member | 3 |
Fixed Compensation
Watsco director compensation is primarily chair fees plus occasional stock options at the Chairman’s discretion; meeting fees are not emphasized in recent proxies. No tax gross-ups are provided to directors .
| Cash Fees ($) | 2018 | 2019 | 2020 | 2022 | 2024 |
|---|---|---|---|---|---|
| Chair/Committee Fees (Denise Dickins) | $55,000 (Audit, Comp, N&G) | $60,000 (Audit, Comp, N&G) | $52,500 (Audit & Comp; N&G chair through Apr 2020) | $50,000 (Audit & Comp chairs) | $25,000 (Audit & Comp chairs) |
Performance Compensation
Director equity is awarded from time to time in the form of stock options that vest over two years and expire five years from grant; no RSUs, PSUs, or performance metric-based equity for directors are disclosed .
| Equity Snapshot | 12/31/2024 |
|---|---|
| Outstanding Stock Options (count) | 4,500 |
| Intrinsic Value of Options | $1,344,690 |
| Vesting/Expiry Terms (policy) | Options vest over 2 years; expire after 5 years |
No disclosed director performance metrics (e.g., TSR or EPS targets) tie directly to director compensation; such metrics are used for executives, not directors –.
Other Directorships & Interlocks
| Company | Relationship to WSO | Interlock Risk |
|---|---|---|
| NV5 Global, Inc. | Unrelated engineering/consulting; Dickins chairs Audit and Compensation | Time-commitment consideration; no supplier/customer conflict disclosed |
| Historic: Steiner Leisure; Great Lakes Dredge & Dock; TradeStation Group | Prior public company boards (no current ties to WSO operations) | No current interlocks or related-party exposure disclosed |
- Compensation Committee interlocks: None requiring disclosure in 2024 .
- Related-party transactions: 2025 proxy discloses Greenberg Traurig fees (director Cesar Alvarez’s firm); no related-party transactions involving Denise Dickins .
Expertise & Qualifications
- CPA and CIA; audit and internal controls expertise; designated “audit committee financial expert” .
- Academic specialization in auditing and corporate governance .
- Prior leadership in a Big Four legacy firm (Arthur Andersen) .
Equity Ownership
| Beneficial Ownership (Record Date 4/4/2025) | Common Shares | % of Class | Notes |
|---|---|---|---|
| Denise Dickins | 23,722 | <1% | Includes 19,222 directly owned and 4,500 shares issuable upon exercise of presently exercisable options (2014 Plan) |
- Director Stock Ownership Guideline: Minimum $100,000 in Watsco equity; all directors and NEOs were in compliance as of 12/31/2024 .
- Hedging/Pledging: Prohibited for directors and NEOs .
Governance Assessment
-
Strengths:
- Independent director with deep audit experience; designated financial expert; chairs key oversight committees (Audit and Compensation) .
- Strong engagement and attendance (100% in 2024) supports board effectiveness .
- Ownership alignment through stock options and compliance with ownership guidelines; hedging/pledging prohibited .
-
Considerations:
- Controlled company: Nahmad family controlled 53.6% of combined voting power as of the record date; however, Watsco maintains majority-independent board and fully independent Compensation and Nominating & Governance Committees .
- Concentration of committee leadership: Dickins chairs both Audit and Compensation concurrently; ensure workload is sustainable and that committee rotation or support is adequate (Audit 6 meetings; Compensation 6 meetings in 2024) .
- External commitments: Chairs audit and compensation at NV5; monitor time demands and potential conflicts; no related-party ties disclosed with WSO .
-
Shareholder sentiment:
- 2024 say-on-pay (executives) received majority support (49% of Common holders; 91% of combined votes cast), indicating acceptable pay governance context amid WSO’s ownership culture; not director-specific but relevant to Compensation Committee oversight .
No RED FLAGS identified related to Denise Dickins regarding related-party transactions, hedging/pledging, attendance, or independence based on current disclosures .