Nelda Connors
ZEBRA TECHNOLOGIESAbout Nelda J. Connors
Independent Class II Director at Zebra Technologies since 2022; age 59; serves on the Audit Committee and is designated an Audit Committee Financial Expert. Founder, Chairwoman and CEO of Pine Grove Holdings (since 2011) and former President & CEO of Atkore International; extensive technical and operating experience in diversified industrial manufacturing, financial management, M&A, risk management, and corporate governance . The Board affirmed her independence under Nasdaq rules in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pine Grove Holdings, LLC | Founder, Chairwoman & CEO | Since 2011 | Leads engineering- and services-focused lower middle market investments; governance and financial reporting expertise |
| Red Arts Capital | Senior Operating Partner | Since 2022 | Operating expertise for industrial investments |
| Atkore International Inc. (Tyco division) | President & CEO | 2008–2011 | Executive leadership in global manufacturing and operations |
| Eaton Corporation | Vice President; operations/continuous improvement/general management | — | Senior roles in electrical and automotive supply; financial and operational discipline |
External Roles
| Company | Role | Tenure (Start–End) | Committees |
|---|---|---|---|
| Carnival Corporation & plc (NYSE: CCL) | Director | Since April 2024 | — |
| ConocoPhillips Inc. (NYSE: COP) | Director | Since September 2024 | — |
| Otis Worldwide Corporation (NYSE: OTIS) | Director | Since 2022 | Audit; Compensation |
| Baker Hughes Holdings LLC (NYSE: BKR) | Director | 2020–May 2024 | Audit; Human Capital & Compensation |
| Boston Scientific Corp. (NYSE: BSX) | Director | 2009–May 2024 | Risk; Executive Compensation & Human Resources |
| BorgWarner Inc. (NYSE: BWA) | Director | 2020–2022 | — |
| EnerSys Inc. (NYSE: ENS) | Director | 2017–2021 | — |
| Echo Global Logistics Inc. (NASDAQ: ECHO) | Director | 2013–2020 | — |
| CNH Industrial NV (NYSE: CNHI) | Director | 2013–2020 | — |
- She did not stand for re-election at Baker Hughes and Boston Scientific in 2024, and was a director nominee at Carnival as of the 2024 proxy .
Board Governance
- Independence: In February 2025, Zebra’s Board determined all directors except the Chair and CEO are independent under Nasdaq rules; Connors is independent .
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert . Audit Committee met 7 times in 2023; the committee oversees financial reporting, internal controls, audit independence, cybersecurity, related-party transactions, and risk management .
- Attendance: The Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings they served, and all attended the 2024 Annual Meeting .
- Executive sessions: The Board and its committees regularly hold executive sessions (with and without the Chair/CEO), covering strategy, talent/succession, compensation, risk, and M&A .
- Overboarding policy: Non-employee directors may serve on up to four other public boards; new service requires approval by Zebra’s Chair. 2025 director nominees are compliant with limits .
- Governance documents: Policies include Corporate Governance Guidelines (amended Feb 2025), Related Party Transactions Policy (amended Nov 2024), Interlocking Directorate Policy (amended Nov 2024), and Securities Transactions and Confidentiality Policy prohibiting hedging/pledging/short selling (updated Feb 2025) .
Fixed Compensation
Non-Employee Director Compensation Structure
| Element | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (non-employee directors) | $90,000 | $90,000 |
| Annual equity retainer (target grant-date fair value) | $220,000; fully-vested common stock | $220,000; fully-vested common stock |
| Lead Independent Director cash retainer | $190,000 | $100,000 (Chair and LID) |
| Committee chair retainers | $30,000 (AC); $30,000 (CCC); $15,000 (NGC) | $30,000 (AC); $30,000 (CCC); $15,000 (NGC) |
| Committee member retainers | $15,000 (AC); $15,000 (CCC); $10,000 (NGC) | $15,000 (AC); $15,000 (CCC); $10,000 (NGC) |
| Additional meeting fees | $2,000 each in-person Board meeting above 5; $1,000 each special Board meeting above 2; $1,500 chair/$1,000 member for in-person committee meetings above 5 | Same terms |
Nelda J. Connors – Actual Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $106,000 | $106,000 |
| Stock Awards ($) | $220,182 | $220,284 |
| Total ($) | $326,182 | $326,284 |
| Annual equity grant units (shares) | 830 shares (value $220,182.40) | 696 shares (value $220,284) |
Notes:
- 2023 included a $1,000 administrative error paid to non-employee directors for an additional meeting fee; totals are inclusive .
Performance Compensation
- Zebra does not tie director compensation to performance metrics; non-employee directors receive fully-vested common stock grants, not options or PSUs/RSUs with performance conditions .
- Hedging and pledging of Zebra securities are prohibited under policy .
Other Directorships & Interlocks
- Current public boards: CCL, COP, OTIS; all within Zebra’s cap of four other public boards .
- Interlocking directorate oversight: Zebra’s policy monitors potential interlocks and conflicts; new board service requires Chair approval .
- Related-party transactions: Zebra’s policy governs identification/approval/disclosure; no related-party transactions involving Connors are disclosed in the 2025 proxy .
Expertise & Qualifications
- Over 25 years of leadership in global manufacturing/industrial firms; expertise across operations, financial management/reporting, sales/marketing, quality, M&A, engineering, risk management, and strategy .
- Audit committee experience at multiple public companies; proficiency supports oversight of accounting, controls, and audit .
- Corporate governance expertise from service as public board member and independent advisor .
Equity Ownership
| Metric | Mar 15, 2024 | Dec 31, 2024 |
|---|---|---|
| Shares beneficially owned | 1,651 | 2,347 |
| Ownership as % of shares outstanding | <1% | <1% |
- Stock Ownership Guidelines: Non-employee directors must hold 5x the annual board cash retainer; 5 years to comply; must retain 50% of after-tax shares acquired until in compliance .
- Compliance: As of Dec 31, 2024, all non-employee directors except Kenneth Miller (joined May 2024) were in compliance; Connors was compliant .
- Prohibitions: Hedging, pledging, short selling, and margin accounts are prohibited .
- Section 16(a): All required reports were filed timely for 2024 per the 2025 proxy .
Governance Assessment
- Strengths: Independent director and Audit Committee Financial Expert; strong manufacturing and financial leadership background; audit/controls acumen; solid attendance; compliance with robust stock ownership guidelines; policies prohibiting hedging/pledging; regular executive sessions; independent consultant usage for director/exec compensation .
- Compensation alignment: Director pay is a mix of cash retainer, committee fees, and fully-vested equity—no performance-linked director pay, reducing risk of perverse incentives while maintaining alignment through ownership .
- Potential risks: Multiple outside public boards can increase time demands; however, current count (three) is within Zebra’s limit and monitored under interlocking directorate policy with Chair oversight; no related-party transactions disclosed .
- Investor signals: Board refreshment continues (five new directors since 2020); broad independence; say-on-pay support historically strong (89.4% approval at 2023 annual meeting for 2022 comp), indicating investor confidence in compensation governance .
RED FLAGS: None disclosed for Connors—no pledging/hedging, no related-party transactions, attendance thresholds met; monitor overboarding exposure if additional public boards are added beyond policy limits .