Louise K. Goeser
WATTS WATER TECHNOLOGIESAbout Louise K. Goeser
Louise K. Goeser (age 71) has served on the WTS Board since 2018. Her operating credentials include President & CEO roles at Siemens Mesoamérica (2009–2018) and Ford of Mexico (2005–2008), plus quality, manufacturing, and leadership posts at Ford (VP Global Quality, 1999–2005), Whirlpool, and Westinghouse, reflecting deep international, supply chain, and industrial expertise. She is currently an independent director and serves as Chair of the Compensation Committee at WTS.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens Mesoamérica (Siemens AG unit) | President & CEO | Mar 2009 – May 2018 | Led regional operations across Mexico, Central America, Caribbean; industrial/energy/healthcare sectors. |
| Ford of Mexico | President & CEO | Jan 2005 – Nov 2008 | Country CEO; commercial and manufacturing oversight. |
| Ford Motor Company | VP, Global Quality | 1999 – 2005 | Enterprise quality leadership; global operations. |
| Whirlpool Corporation | GM, Refrigeration; VP, Corporate Quality | Pre-1999 | Product and corporate quality leadership. |
| Westinghouse Electric Corporation | Various leadership roles | Pre-1999 | Engineering and operations roles. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MSC Industrial Direct Co., Inc. | Director | Dec 2009 – Present | MRO distribution; public company board experience. |
| Talen Energy | Director | Jun 2015 – Dec 2016 | Prior public company board. |
| PPL Corporation | Director | Mar 2003 – Jun 2015 | Prior public company board. |
| Witco Corporation | Director | 1997 – 1999 | Prior public company board. |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Governance & Sustainability Committee. Compensation Committee members are Goeser (Chair), Dubose, Dunbar; Governance & Sustainability includes Goeser among its members.
- Independence: The Board determined Goeser is independent under NYSE rules; WTS is a “controlled company” but does not rely on controlled company exemptions and maintains a majority of independent directors.
- Attendance and engagement: In 2024, the Board met seven times and each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Non-management directors meet in executive session at least quarterly, presided by the Lead Independent Director (David A. Dunbar).
- 2025 director election vote outcomes: Goeser received 74,598,167 “For”, 9,870,730 “Withheld”; broker non-votes 926,454.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director cash retainer. |
| Additional Chair retainers (reference) | $15,000 (Comp Chair); $12,500 (Gov&Sust Chair) | Illustrative chair fees; Goeser’s 2024 cash exceeded base retainer (see next table). |
| 2024 Director Compensation (WTS) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Louise K. Goeser | $92,500 | $131,518 | $224,018 |
| 2023 vs 2024 Director Compensation (YoY) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $85,000 | $92,500 |
| Stock Awards ($) | $132,996 | $131,518 |
| Total ($) | $217,996 | $224,018 |
Notes:
- WTS does not pay meeting fees; reimburses reasonable out-of-pocket meeting expenses.
Performance Compensation
| Equity Grant Detail (Non-Employee Directors) | Grant Date | Shares | Grant-Date Fair Value | Vesting/Conditions | Deferral Election |
|---|---|---|---|---|---|
| Annual class A stock grant | Aug 5, 2024 | 678 | Target $130,000 (actual reflects 30-day avg pricing) | Not subject to vesting/restrictions | Goeser elected to defer 2024 stock award |
- WTS director equity is delivered as stock (not RSUs/PSUs) and is not performance-vested; a deferral program allows directors to defer receipt, accruing dividend equivalents in cash paid at distribution.
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks/Conflicts |
|---|---|---|---|
| MSC Industrial Direct Co., Inc. | Director | Not disclosed in WTS proxy | No related-person transactions or compensation committee interlocks disclosed for Goeser at WTS. |
- Compensation Committee Interlocks: WTS disclosed no interlocks or insider participation requiring Item 404 disclosure for Compensation Committee members (including Goeser).
Expertise & Qualifications
- Board skills matrix attributes Goeser with operational experience; supply chain/logistics; human resources/executive compensation; senior leadership; corporate governance/public company experience; international experience; risk management; technology/cybersecurity; ESG and business ethics.
- Her career demonstrates extensive leadership in industrial operations across the Americas and high-growth regions.
Equity Ownership
| Metric (as of Mar 1, 2025) | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 7,672 | |
| Shares held directly | 4,841 | |
| Deferred shares (director stock deferral) | 2,831 | |
| Ownership % of class A | <1% | |
| Director ownership guideline | ≥3× annual cash retainer ($255,000 for 2024) | |
| Compliance status | All non-employee directors with ≥3 years were compliant at end of Q2 2024 (deferred shares count). | |
| Hedging/Pledging | Prohibited for directors and employees. |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee with use of independent consultant (Pearl Meyer); committee conducted compensation risk review and found no excessive risk; strong say-on-pay support (2025 approval 96.8%; 2024 >98%).
- Alignment: Receives equity in stock (not time-vested RSUs/options), elected to defer shares; complies with robust stock ownership guidelines (deferred shares count for compliance).
- Engagement: Board/committee meeting attendance threshold met; annual meeting attended.
- Potential concerns: WTS is a “controlled company” with dual-class voting (class B = 10 votes/share) under the Horne Voting Trust (68.3% voting power); while WTS does not use controlled company exemptions, concentrated voting power can limit minority shareholder influence.
- Conflicts/Related-party: No related-person transactions disclosed involving Goeser; Compensation Committee interlocks/insider participation not present.
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay approval: 96.8% of votes present and entitled to vote supported NEO compensation.
- 2024 say-on-pay approval: >98% support; frequency set to annual by shareholders in 2023.
Compensation Committee Analysis
- Composition and independence: Goeser (Chair), Dubose, Dunbar; all satisfy NYSE independence requirements and qualify as “non-employee directors” under Rule 16b-3.
- Consultant and conflicts: Pearl Meyer retained as independent compensation consultant; committee assessed independence and found no conflicts; consultant provides no other services.
- Risk oversight: May 2024 review concluded compensation policies do not encourage excessive or inappropriate risk taking and are not reasonably likely to have a material adverse effect.
- Policies overseen: Clawback policy aligned with SEC/NYSE rules; robust insider trading policy prohibiting hedging/pledging/margin; stock ownership guidelines for executives and directors.
Related-Party Transactions (Policy and Oversight)
- Governance & Sustainability Committee reviews and approves related-person transactions under a written policy (threshold >$120,000), with robust criteria and annual review for ongoing items.