David Longren
Zurn Elkay Water SolutionsAbout David C. Longren
David C. Longren, age 66, has served on Zurn Elkay’s board since 2016. He is a retired senior leader from Polaris Industries, where he was Former Chief Technology Officer, President – Off Road, Commercial, and Military, and Senior Vice President (2015–2016), with earlier roles including President, Off-Road Vehicles, Vice President and Chief Technical Officer, and Director of Engineering for the ATV Division; prior roles include Vice President in Alliant Techsystems’ Weapons Systems Division and Senior Vice President, Engineering and Marketing at Blount Sporting Equipment Group. He is nominated for re‑election to a term expiring at the 2028 annual meeting. Qualifications cited include extensive product development, innovation, and marketing experience. He is an independent director.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Polaris Industries, Inc. | Former CTO; President – Off Road, Commercial, and Military; Senior Vice President | 2015–2016 in those roles; joined Polaris in 2003 with increasing responsibility | Product development and innovation leadership in off-road vehicles and adjacent categories |
| Alliant Techsystems | Vice President, Weapons Systems Division | Not disclosed | Defense/industrial engineering leadership |
| Blount Sporting Equipment Group | Senior Vice President, Engineering and Marketing | Not disclosed | Engineering and marketing leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Horton Worldwide | Board member | Private company | Engine‑cooling solutions provider (OEM and aftermarket) |
| Northern Tool | Board member | Private company | Supplier/manufacturer of tools and equipment |
| United Tactical Systems | Board member | Private company | Ordnance and accessories manufacturer |
Board Governance
- Independence status: The board affirmatively determined Longren is independent under NYSE standards.
- Committee assignments (2024 activity):
- Compensation Committee member; meetings held in 2024: 4.
- Sustainability Committee Chair; meetings held in 2024: 3.
- Committee composition matrix confirms his roles: independent director; Compensation Committee member; Sustainability Committee Chair.
- Attendance and engagement: In 2024, the board held four meetings and all then‑serving directors attended at least 75% of board and committee meetings on which they served; all current directors attended the 2024 annual meeting.
- Lead Independent Director: The board holds executive sessions each regular meeting presided over by the Lead Director (Mark Bartlett).
Committee Assignments (Role and 2024 Activity)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Member | 4 | Oversees executive pay, goals, plans, clawback policy; uses independent consultants; reviews Say‑on‑Pay feedback |
| Sustainability Committee | Chair | 3 | Oversees ESG/EH&S strategy, goals, performance, and stakeholder concerns |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $95,000 | $103,750 |
- Outside director cash retainer policy increased from $90,000 (2023) to $95,000 (2024). Chair retainers were also raised in 2024: Sustainability Chair $15,000 (from $5,000 in 2023). Directors may elect to receive cash retainers in deferred RSUs.
Performance Compensation
| Component | 2023 | 2024 | Vesting/Settlement | Options |
|---|---|---|---|---|
| Deferred RSU Grant – Grant Date Fair Value ($) | $130,014 | $140,018 | RSUs vest immediately on grant but are not paid until six months after director leaves the board | No options granted in 2023–2024; none outstanding for directors as of 12/31/2024 |
- Ownership/hedging alignment: Anti‑hedging and anti‑pledging policies prohibit hedging, margining, and pledging of company securities by directors.
- Clawback: Company‑wide clawback policy (effective Oct 2023) mandates recovery of incentive compensation upon certain restatements and allows recoupment for misconduct; the Compensation Committee oversees this policy.
Other Directorships & Interlocks
| Type | Company | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Private | Horton Worldwide | Director | No related‑party transactions with ZWS disclosed for 2024–2025; Audit Committee reviews any such transactions |
| Private | Northern Tool | Director | Same as above |
| Private | United Tactical Systems | Director | Same as above |
- Compensation Committee interlocks: None of the 2024 Compensation Committee members (including Longren) had interlocks or insider participation requiring disclosure.
Expertise & Qualifications
- The proxy highlights Longren’s extensive product development, innovation, marketing, and manufacturing experience from senior roles at Polaris and earlier engineering/marketing leadership roles; he is identified for these qualifications in his director profile and board skills overview.
Equity Ownership
| Metric | Amount | As-of/Source |
|---|---|---|
| Shares Beneficially Owned | 91,850 | Record Date (proxy owners table) |
| Percent of Shares Outstanding | <1% | Record Date (proxy owners table) |
| Deferred RSUs included in beneficial ownership | 79,512 | Record Date footnote (vested but deferred RSUs) |
| Stock Awards Outstanding (incl. deferred settlement) | 67,032 | 12/31/2023 (directors’ outstanding awards table) |
| Stock Awards Outstanding (incl. deferred settlement) | 74,832 | 12/31/2024 (directors’ outstanding awards table) |
| Director Stock Ownership Guidelines | 5x annual cash retainer within five years; vested but deferred RSUs count; options excluded from 2022 onward | Policy summary |
| Compliance Snapshot | 8 of 9 non‑employee directors had met the guideline as of the Record Date; individual compliance not specified | Board‑level disclosure |
Governance Assessment
- Board effectiveness and independence: Longren is independent, serves on the Compensation Committee and chairs Sustainability, and met the board’s attendance expectations in 2024 (≥75%); he also attended the 2024 annual meeting—supportive of effective oversight and engagement.
- Pay alignment: Director pay uses a balanced mix of cash retainer and equity via deferred RSUs with immediate vest and deferred settlement (six months post‑departure), promoting long‑term alignment; cash retainers and chair fees were modestly increased in 2024.
- Ownership alignment: Material beneficial ownership, including a large portion in vested but deferred RSUs; board maintains stringent anti‑hedging and anti‑pledging policies and robust stock ownership guidelines.
- Compensation governance: As a Compensation Committee member, Longren participates in administering clawback policy, setting performance targets, and considering Say‑on‑Pay feedback; no committee interlocks or insider participation were reported in 2024.
- Conflicts and related‑party exposure: No director‑related related‑party transactions were disclosed for 2024–2025; an underwritten secondary sale by a selling stockholder (and company share repurchase) was reviewed and approved by the Audit Committee.
RED FLAGS: None disclosed specific to Longren. The company prohibits hedging/pledging and maintains clawback provisions; no Section 16(a) delinquency is attributed to Longren in 2023 (one late filing was attributed to another director).
Notes and References
- Committee rosters, meeting counts, independence, attendance, and skill matrix:
- Director biography, age, tenure, qualifications, and external roles:
- Director compensation (actual) and equity structures:
- Beneficial ownership and deferred RSUs:
- Anti‑hedging/pledging and clawback policies:
- Related‑party transactions oversight and 2025 selling stockholder transaction:
- Section 16(a) compliance disclosure (2023):