Don Butler
Zurn Elkay Water SolutionsAbout Don Butler
Don Butler (age 61) is an independent director of Zurn Elkay Water Solutions (ZWS), serving since 2021 (board tenure 4 years) . He is a retired Executive Director, Connected Vehicles at Ford Motor Company and previously held senior roles at General Motors including VP, Marketing & Global Strategy (Cadillac), Chairman & MD (GM Egypt), and VP, OnStar, bringing engineering, product, IT and connected-product expertise to the board . The board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Executive Director, Connected Vehicles | 2014–2020 | Led connected vehicle initiatives; deep IT and product experience |
| General Motors Company | VP, Marketing & Global Strategy (Cadillac); Chairman & Managing Director (GM Egypt); VP, OnStar | 1981–2013 | Global strategy, P&L leadership, telematics (OnStar); emerging market leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| INRIX (private) | Director | Current | Mobility data services/software company |
| 5G Automotive Association | Board member | Prior | Industry consortium |
| SmartDeviceLink Consortium | Chairman | Prior | Open-source in-vehicle app standard |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director (NYSE) |
| Committees | Audit Committee (member) ; Nominating & Corporate Governance Committee (member) |
| Audit Committee credentials | Designated “audit committee financial expert” by the board |
| Committee activity (2024) | Audit Committee met 4 times ; Nominating & Governance met 4 times |
| Board meetings | Board held 4 meetings in 2024; all directors attended ≥75% of board/committee meetings; all attended 2024 annual meeting |
| Board structure | Classified board; 10 members; Lead Independent Director: Mark S. Bartlett (since 2020) |
| Executive sessions | Held at each regular board meeting; presided by Lead Independent Director |
Shareholder support (2025 election):
| Director | Votes FOR | Votes Withheld | Broker Non-Votes | % FOR Votes Cast |
|---|---|---|---|---|
| Don Butler | 146,746,187 | 9,131,952 | 7,246,800 | 94.1% |
Fixed Compensation
Director compensation (non-employee director):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 90,000 | 130,014 | — | 220,014 |
| 2024 | 93,750 | 140,018 | — | 233,768 |
- Program details: 2024 annual cash retainer set at $95,000; chair retainers increased (Audit $25k, Comp $20k, Nominating $15k, Sustainability $15k); Lead Director receives $50k . Directors can elect cash compensation to be paid in deferred RSUs; over 50% elected RSUs in 2024 and 2025 . Annual director equity grant consists of deferred RSUs (~$140k fair value in 2024) that vest immediately but settle six months after leaving the board .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Performance-linked metrics for director awards | None; annual director grants are deferred RSUs (immediate vest, payout 6 months post-service) | None; deferred RSUs (immediate vest, payout 6 months post-service) |
- Plan governance: PIP prohibits repricing or exchange of underwater options without shareholder approval .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed in biography |
| Private/non-profit/consortia | INRIX (private); 5GAA; SmartDeviceLink Consortium (chairman) |
| Related-party transactions | Company reports no director-related transactions requiring disclosure in 2023; none since Jan 1, 2024 except an underwriting/repurchase involving Ice Mountain LLC (reviewed/approved by Audit Committee) |
Expertise & Qualifications
- Audit Committee financial expert; board skill matrix marks financial expertise .
- Deep engineering, marketing, product development and IT background, including connected products and telematics leadership (Ford, GM) .
- Service on Nominating & Governance aligns with board refreshment, independence oversight and evaluations .
Equity Ownership
| Item | Record Date 2024 | Record Date 2025 |
|---|---|---|
| Shares beneficially owned | 28,559 | 32,571 |
| Ownership % of shares outstanding | <1% (indicated by “*”) | <1% (indicated by “*”) |
| Vested but deferred RSUs included in beneficial ownership | 19,899 | 23,846 |
Outstanding stock awards and options:
| As of | Stock Awards Outstanding (#) | Options Outstanding (#) |
|---|---|---|
| Dec 31, 2023 | 15,375 | — |
| Dec 31, 2024 | 19,899 | — |
Ownership guidelines:
| Requirement | Timeframe | Company-level compliance status |
|---|---|---|
| Non-employee directors must own ZWS stock equal to at least 5x annual cash retainer (includes vested but deferred RSUs; excludes in-the-money vested options) | Within 5 years of initial election | As of 2025 record date, 8 of 9 non-employee directors had met guidelines (individual compliance not disclosed) |
Policy constraints:
- Anti-hedging and anti-pledging policies apply to directors, officers and employees; hedging/short sales prohibited; pledging/margin accounts prohibited .
Governance Assessment
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Strengths:
- Independent director with dual committee service (Audit; Nominating & Governance) and designated audit committee financial expert, supporting board oversight of financial reporting, risk and governance .
- Solid shareholder support in 2025 election (94.1% FOR), indicating investor confidence in his board role .
- Director equity in deferred RSUs and stringent ownership guidelines (5x retainer within 5 years) enhance alignment; anti-hedging/pledging policies reduce misalignment risk .
- Attendance expectations met at board level (≥75% for all directors; full attendance at 2024 annual meeting) .
-
Risks and RED FLAGS:
- Delinquent Section 16(a) reporting: 11 late filings for Mr. Butler related to dividend reinvestment transactions in 2024, indicating administrative compliance lapses; monitor for recurrence. RED FLAG .
- Say-on-pay support moderated at 70.7% in 2025 (company-wide), a broader governance/compensation signal to watch for potential investor scrutiny, though not specific to Butler. RED FLAG .
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Overall: Butler’s independence, financial expertise and committee engagement support board effectiveness. Equity alignment and policy guardrails are strong; the late filing issue is a manageable, non-economic compliance item but should be remediated to maintain investor confidence .