David A. Dunbar
WATTS WATER TECHNOLOGIESAbout David A. Dunbar
David A. Dunbar, age 63, has served on the WTS Board since 2017 and has been the Lead Independent Director since July 2023. He is President, CEO, director, and Chairperson of Standex International Corporation (NYSE:SXI) and previously led Pentair’s valves and controls global business unit and held senior leadership roles at Emerson Electric across multiple divisions, bringing multi-industry operating and governance expertise to WTS . The Board determined he is independent under NYSE rules, and WTS maintains majority-independent governance despite its “controlled company” status under NYSE due to the Horne family voting trust .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pentair, Inc. (Valves & Controls) | President, global business unit | Oct 2009–Dec 2013 | Led global industrial flow-control operations |
| Emerson Electric Co. | President, Emerson Process Management Europe | Prior to 2009 | Senior P&L leadership in process industries |
| Emerson Electric Co. | President, Machinery Health Management | Prior to 2009 | Industrial reliability solutions leadership |
| Emerson Electric Co. | President, Emerson Climate Technologies Refrigeration | Prior to 2009 | Refrigeration segment leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Standex International Corporation | President, CEO, Director | Jan 2014–present | Chairperson since Oct 2016; multi-industry manufacturer (Electronics, Engraving, Scientific, Engineering Technologies, Specialty Solutions) |
Board Governance
- Committee memberships: Compensation Committee (member), Governance & Sustainability Committee (member); not an Audit Committee member .
- Chair roles: Lead Independent Director (established role; elected in 2023) with responsibilities including presiding over executive sessions, liaising between independent directors and the Chair/CEO, advising on board agendas and information needs .
- Independence: Board determined Dunbar to be independent; WTS is a controlled company but does not rely on NYSE controlled-company exemptions and maintains committees composed solely of independent directors .
- Attendance and engagement: Board met seven times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- 2025 election result: Re-elected with 74,840,024 votes for and 9,628,873 withheld; broker non-votes 926,454 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director cash retainer |
| Lead Independent Director retainer | $25,000 | Additional annual cash retainer for LID |
| Committee chair fees | $0 | Not a committee chair; chair retainers apply to Audit ($20k), Compensation ($15k), Governance & Sustainability ($12.5k) if applicable |
| Meeting fees | $0 | No additional meeting fees for directors |
| Equity grant – shares | 678 shares (granted Aug 5, 2024) | Annual grant; not subject to vesting or other conditions |
| Equity grant – grant-date fair value | $131,518 | Accounting grant-date fair value under ASC 718 |
| Total 2024 director compensation | $241,518 | Cash $110,000; stock $131,518 |
| Stock ownership guideline | 3x annual cash retainer ($255,000 for 2024) | Compliance measured at end of Q2; all directors with ≥3 years were compliant |
Performance Compensation
- WTS director equity awards are not performance-based and, for 2024 grants, were not subject to vesting or other restrictions. No performance metrics (e.g., TSR/ROIC) apply to director compensation .
Other Directorships & Interlocks
- Current public company board: Standex International Corporation (director and Chairperson) .
- Compensation Committee interlocks: During 2024, Dunbar served on WTS’s Compensation Committee; the company disclosed no relationships requiring Reg S‑K Item 404 disclosure for any Compensation Committee member .
- Related party transactions: WTS has a formal Related Person Transactions Policy; approvals/ratifications are governed by the Governance & Sustainability Committee. No Dunbar-specific related-party transactions are disclosed .
Expertise & Qualifications
- The Board’s skills matrix attributes to Dunbar broad experience spanning operational leadership, finance/capital allocation, M&A, supply chain/logistics, digital/eCommerce, marketing/sales, HR/executive compensation, senior leadership, public-company governance, international operations, risk management, technology/cybersecurity, regulatory/public policy, and ESG/sustainability .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| David A. Dunbar | 9,284 shares | Percent of class and voting power each <1% (“*”); class details summarized in proxy |
| Unvested awards/options | None | Proxy states no non-employee directors held unvested stock or option awards as of Dec 31, 2024 |
| Hedging/pledging status | Prohibited under Insider Trading Compliance Policy | Also prohibits margin accounts and derivative transactions on company stock |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role with explicit oversight responsibilities; service on independent-only committees; strong board and annual meeting attendance; prohibition of hedging/pledging; formal related-party policy; director stock ownership guidelines with compliance for seasoned directors .
- Shareholder support signals: 2025 re-election secured; 2025 say-on-pay approval at 96.8%, suggesting broad investor confidence in compensation governance (company-wide) .
- Potential red flags/monitoring: Dual-class “controlled company” structure with 68.3% voting power held via Horne family trust (company does not use NYSE exemptions); family member (Noonan) is a non-independent director. Continued vigilance on independence and related-party safeguards remains prudent, though WTS discloses compliance and non-reliance on exemptions . No Dunbar-specific conflicts are disclosed.
Overall, Dunbar’s governance profile reflects strong independent oversight as Lead Independent Director, active committee service, and alignment via share ownership, with no disclosed conflicts or related-party exposures. The primary structural governance consideration at WTS is the dual-class controlled-company context, which the Board offsets with independent committees and explicit oversight practices .