Michael J. Dubose
WATTS WATER TECHNOLOGIESAbout Michael J. Dubose
Independent director of Watts Water Technologies since 2020; age 69. Currently Operating Partner for Commercial Excellence at GenNx360 Capital Partners and Chief Executive Officer of B2B Industrial Packaging (since December 2024). Former President, Fisher Healthcare Division, Thermo Fisher Scientific (March 2019–August 2023); prior leadership roles at W.W. Grainger (2010–March 2019), Staples (2008–2010), Corporate Express, Alliant Foodservice, and Baxter International. The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermo Fisher Scientific (Fisher Healthcare Division) | President | Mar 2019–Aug 2023 | Led division in healthcare diagnostics and consumables |
| W.W. Grainger, Inc. | VP, National Accounts & Cross Border Business (Global) | 2010–Mar 2019 | Global MRO distribution expertise |
| Staples, Inc. | Regional Vice President | 2008–2010 | Regional operations leadership |
| Corporate Express; Alliant Foodservice; Baxter International | Senior management roles | Prior to 2008 | Supply chain and industrial distribution experience |
| Thermo Fisher; Grainger | Same as above | As noted | Confirmed in 2024 proxy biography |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GenNx360 Capital Partners | Operating Partner, Commercial Excellence | Since Dec 2024 | Middle-market industrials private equity focus |
| B2B Industrial Packaging (GenNx360 portfolio) | Chief Executive Officer | Since Dec 2024 | Distributor of packaging equipment/supplies |
Board Governance
- Committees: Chairperson, Governance & Sustainability Committee; Member, Compensation Committee (both committees composed of directors determined independent by the Board) .
- Meetings: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; Governance & Sustainability Committee held 4 meetings; Compensation Committee held 5 meetings; Audit Committee held 5 meetings .
- Independence: Board determined Dubose is independent; WTS is a “controlled company” under NYSE rules due to Horne family voting trust (68.3% voting power), but the company does not take controlled company exemptions and maintains a majority-independent Board .
- Executive sessions: Non-management directors meet at least quarterly; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer (Program) | $85,000 | $85,000 | Program-level retainer; no meeting fees |
| Committee chair fees (Program) | See program | Governance Chair: $12,500; Compensation Chair: $15,000; Audit Chair: $20,000 | Program-level structure |
| Lead Independent Director retainer (Program) | $25,000 | $25,000 | If applicable |
| Fees Earned or Paid in Cash (Actual) | $85,000 | $91,250 | Actual 2024 cash paid |
| Meeting fees | — | — | No meeting fees; reasonable expense reimbursement |
Performance Compensation
| Equity Element | Grant Date | Shares Granted | Grant Date Fair Value | Vesting/Conditions |
|---|---|---|---|---|
| Annual grant of Class A common stock (Director) | Aug 5, 2024 | 678 shares | $131,518 (2024 stock awards column) | Not subject to vesting or other conditions |
| Target value (Program) | Annual | — | $130,000 target; actual slightly higher due to 30-day trailing average price methodology | Program guidance |
| 2023 Stock Awards (for trend) | 2023 | — | $132,996 | Not subject to vesting; no options outstanding as of 12/31/2023 |
- Deferral program: Non-employee directors may defer receipt of annual stock grants; dividends accrue in cash during deferral; selected directors elected deferral in 2024 (Goeser, Raines, Reitmeier). None of the non-employee directors held unvested stock or options as of 12/31/2024 .
Other Directorships & Interlocks
- Compensation Committee Interlocks: During 2024, members (including Dubose) were not officers/employees and had no relationships requiring disclosure under Reg S‑K Item 404; no reciprocal interlocks with other companies’ boards/compensation committees by WTS executive officers .
Expertise & Qualifications
- Skills matrix identifies Dubose with capabilities spanning operations, industry background, finance/capital allocation, M&A, supply chain/logistics, digital/eCommerce, marketing/sales/brand, HR/executive compensation, senior leadership, international, risk management, technology/cybersecurity, government/regulatory/public policy, and ESG .
Equity Ownership
| Holder | As of Date | Shares Beneficially Owned | Percent of Class A | Percent of Class B | Notes |
|---|---|---|---|---|---|
| Michael J. Dubose | Mar 1, 2025 | 2,755 | * (less than 1%) | 0% | SEC rules include shares acquirable within 60 days; directors had no unvested awards/options as of 12/31/2024 |
| Ownership guidelines (Directors) | 2024 | Required to hold ≥3× annual cash retainer ($255,000) | — | — | All non-employee directors with ≥3 years of service were in compliance at end of Q2 2024 |
| Hedging/Pledging | Policy | Prohibited for employees, officers, and directors (hedging, short sales, margin purchases, pledging, derivatives) | — | — | Alignment safeguard |
Governance Assessment
- Strengths
- Independent director, currently chairs Governance & Sustainability Committee; active member of Compensation Committee; Board maintains majority independence despite controlled company status .
- Attendance and engagement: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; directors attend Annual Meetings .
- Compensation structure and alignment: Mix of cash retainer and annual stock grants (not performance-conditioned), with anti-hedging/pledging policy and director ownership guidelines; Dubose’s 2024 compensation included $91,250 cash and $131,518 equity; 678-share grant on Aug 5, 2024 .
- No related-party concerns in compensation committee (Item 404) and no interlocks involving WTS executives .
- Watch items / potential conflicts
- Controlled company structure with 68.3% voting power via Horne family trust centralizes voting influence; Board elects to forgo exemptions but control risk persists .
- External operating roles at GenNx360/B2B Industrial Packaging could create potential indirect commercial overlaps; Governance & Sustainability Committee oversees and approves related person transactions; no such relationships requiring disclosure were reported for 2024 .
- Ownership is modest in absolute share count (2,755 shares; <1%); mitigated by annual equity grants and compliance with multi-of-retainer ownership guidelines for seasoned directors .
Board Governance (Committee Details)
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Governance & Sustainability | Chair (Dubose) | 4 | Board composition/nomination, governance guidelines review, Board/management evaluation, sustainability oversight, approval of related person transactions |
| Compensation | Member (Dubose) | 5 | CEO pay, executive pay, bonus targets/awards, stock plans, non-employee director compensation, CD&A review, succession planning |
| Audit | Not a member | 5 | Financial reporting integrity, legal/regulatory compliance, auditor oversight, internal audit, internal controls, risk/cyber review, whistle-blowing procedures |
Director Compensation (Trend View)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $85,000 | $91,250 |
| Stock Awards ($) | $132,996 | $131,518 |
| Total ($) | $217,996 | $222,768 |
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) Delinquent Reports | None | Company reported no delinquent filings in proxy |
Other Notes
- Director compensation program targets approximately the median of a peer group, informed by independent consultant Pearl Meyer & Partners, LLC; no meeting fees; annual equity grant typically approved at first quarterly Board meeting post-election .
- Annual Say‑on‑Pay proposal is presented annually; Board recommended FOR in 2025 proxy .
RED FLAGS
- Controlled company risk: Concentrated voting control may limit minority shareholder influence despite governance choices to maintain majority-independent Board .
- Equity grants are not performance-conditioned for directors; alignment relies on ownership guidelines and anti-hedging/pledging policy rather than performance metrics .