Joseph T. Noonan
WATTS WATER TECHNOLOGIESAbout Joseph T. Noonan
Joseph T. Noonan (age 43) has served on the Watts Water Technologies Board since 2013. He is an angel investor and advisor to consumer, software, and technology-enabled companies, and previously founded and led two e-commerce/home categories businesses (Linger Home, Homespun Design) following leadership roles at Wayfair in international, category management/merchandising, and B2B. His early career included venture investing at Polaris Partners and investment banking at Cowen & Co., establishing core credentials in digital/e-commerce, operating leadership, and corporate finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linger Home, Inc. | Founder & CEO | Aug 2018 – Jan 2020 | Built DTC home textile brand; digital operating expertise |
| Homespun Design, Inc. | CEO | Nov 2013 – Jan 2018 | Led online marketplace for American-made furniture/home accents |
| Wayfair LLC | Sr. Director, Wayfair International | Jun 2011 – Nov 2012 | Scaled international operations |
| Wayfair LLC | Director, Category Mgmt & Merchandising | Feb 2009 – Jun 2011 | Commercial leadership in e-commerce assortment/merchandising |
| Wayfair LLC | Manager, B2B Division | Apr 2008 – Feb 2009 | Built B2B go-to-market at online retailer |
| Polaris Partners | Venture Capitalist | Prior to 2008 | Early-stage investing background |
| Cowen & Company | Investment Banker | Prior to 2008 | Capital markets/transactions experience |
External Roles
| Organization/Type | Role | Tenure | Notes |
|---|---|---|---|
| Various (consumer, software, tech-enabled) | Angel investor & advisor | Current | Portfolio/engagements not itemized in proxy |
Board Governance
- Independence: The Board determined Mr. Noonan is not independent because he is the son-in-law of controlling stockholder Timothy P. Horne; WTS is a “controlled company” (68.3% of voting power held by Horne voting trust), though the company does not rely on controlled-company exemptions and maintains a majority of independent directors .
- Committees: Mr. Noonan is not listed as a member of the Audit, Compensation, or Governance & Sustainability Committees; all current members of those committees are independent directors .
- Attendance & engagement: The Board met 7 times in 2024; each incumbent director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Board/Leadership structure: Combined Chair/CEO since Feb 2022; Lead Independent Director is David A. Dunbar (since 2023) with defined responsibilities for independent oversight .
- Executive sessions: Non-management directors meet in executive session at least quarterly, led by the Lead Independent Director .
- Dual-class & control context: The company explains its long-standing dual-class structure and highlights that the Board cannot unilaterally change class B voting rights; context matters for evaluating governance dynamics and director independence .
- Horne family participation: The Board discloses the role of the Horne family (including Mr. Horne as director emeritus) and its view that a Horne family member on the Board provides alignment with long-term controlling stockholder perspectives—Mr. Noonan was elected in May 2013 for this purpose .
- Trading/pledging prohibitions: Company policy prohibits hedging, short sales, margin purchases, and pledging of company securities by directors .
Fixed Compensation (Non-Employee Director Program; 2024 actuals)
| Component | Amount/Detail |
|---|---|
| Annual cash retainer | $85,000 |
| Annual equity (target value) | $130,000 in Class A common stock |
| Role premia | Lead Independent Director: +$25,000; Audit Chair: +$20,000; Compensation Chair: +$15,000; Governance & Sustainability Chair: +$12,500 |
| Meeting fees | None (no additional meeting fees) |
| Expense reimbursement | Reasonable out-of-pocket meeting expenses reimbursed |
2024 Director Compensation (Noonan):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Joseph T. Noonan | 85,000 | 131,518 | 216,518 |
Notes:
- On Aug 5, 2024, the Board granted 678 shares of Class A common stock to each non-employee director (including Mr. Noonan); these awards were not subject to vesting or other conditions .
- A stock deferral program exists for directors; Mr. Noonan is not listed among those who elected to defer in 2024 (those were Goeser, Raines, Reitmeier) .
Performance Compensation
| Instrument | Performance Metrics | Vesting/Conditions | 2024 Detail |
|---|---|---|---|
| Annual director equity | None (not performance-based) | 2024 awards not subject to vesting; immediately issued | 678 shares granted to Mr. Noonan on Aug 5, 2024 |
Other Directorships & Interlocks
| Company | Exchange | Role | Committees |
|---|---|---|---|
| — | — | None disclosed for public companies | — |
- The proxy does not disclose current public company boards for Mr. Noonan; his biography lists operating/investing roles but not other public directorships .
Expertise & Qualifications
- The Board’s skills matrix attributes to Mr. Noonan capabilities in operational experience, finance/capital allocation, mergers & acquisitions, digital/eCommerce, senior leadership, and international experience; these align with his e-commerce operating background and investing/finance experience .
- Biography underscores digital strategy and marketplace operating expertise (Wayfair leadership, DTC startup CEO), plus venture and investment banking foundation .
Equity Ownership
| Holder | Security | Amount | Nature of Ownership/Control | Percent of Class | Voting Power % |
|---|---|---|---|---|---|
| Joseph T. Noonan | Class A | 1,391 | Direct | * | * |
| Joseph T. Noonan (co-trustee for daughters’ trusts) | Class B | 18,816 | Co-trustee; shared dispositive power; subject to 1997 Voting Trust | * | * |
| Spousal trusts (beneficial for spouse; no control by Mr. or Mrs. Noonan) | Class B | 135,524 | Beneficiary interest noted; no sole or shared voting/investment control | — | — |
Notes:
- “*” denotes less than 1% per proxy methodology .
- The Horne family’s 1997 Voting Trust controls 5,933,290 Class B shares (68.3% of total voting power) with trustee authority vested in Timothy P. Horne; upon his cessation as trustee, Mr. Noonan is designated as a Successor Co-Trustee alongside Walter J. Flowers, a significant potential future voting influence .
- Director stock ownership guidelines require 3x annual cash retainer (market value $255,000 for 2024), expected within 3 years; as of end of Q2 2024, all directors with ≥3 years of service (including Mr. Noonan) were in compliance .
- Company policy prohibits hedging, short sales, margin purchases, and pledging by directors, reducing misalignment risks tied to derivatives or collateralization .
Governance Assessment
Strengths and alignment signals:
- Long-tenured director with digital/e-commerce and operating expertise additive to Watts’ smart and connected product strategy and commercial execution focus .
- Director equity grants and ownership guidelines foster alignment; Mr. Noonan holds Class A shares directly and is in compliance with ownership guidelines; hedging/pledging prohibited .
- Board process and structure feature executive sessions, a strong Lead Independent Director, and active committees composed entirely of independent directors; high 2024 say-on-pay support (98%) suggests broad investor confidence in compensation governance .
Key risks and RED FLAGS to monitor:
- Non-independence due to family relationship with the controlling stockholder (Mr. Horne), combined with the dual-class structure and controlled company status, concentrates voting power and can impair minority shareholder influence .
- Mr. Noonan is a designated Successor Trustee to the Horne Voting Trust, representing potential future consolidation of decisive voting authority; he is also co-trustee on Class B shares for his daughters, indicating persistent family control linkages .
- Mr. Noonan holds no committee seats (Audit/Compensation/Governance & Sustainability), limiting direct involvement in key oversight levers; while this mitigates conflict on sensitive committees, it also places greater emphasis on full Board-level oversight quality .
Contextual considerations:
- The Board acknowledges proxy advisor scrutiny of the dual-class structure but emphasizes transparent disclosure and non-reliance on controlled-company exemptions; continued engagement and robust independent director leadership will remain important to investor confidence .
- Attendance thresholds were met across all directors; all directors attended the 2024 Annual Meeting, indicating baseline engagement .