Emma McTague
Zurn Elkay Water SolutionsAbout Emma McTague
Emma M. McTague is an independent director of Zurn Elkay Water Solutions, age 51, serving on the board since 2023. She was Senior Vice President and Chief Human Resources Officer at Oshkosh Corporation from 2021 to 2024 and previously Vice President of Global HR for Oshkosh’s Access segment from 2015 to 2021; earlier roles include senior director at Hershey Foods and HR positions at GE Water & Process Technologies. Her board-profile emphasizes extensive experience in human capital, executive compensation, and benefits, and she serves on the board of the Boys and Girls Club of the Fox Valley, WI. The board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oshkosh Corporation | SVP & Chief Human Resources Officer | 2021–2024 | Led human capital, executive compensation and benefits programs |
| Oshkosh Corporation – Access segment | VP, Global Human Resources | 2015–2021 | Human capital leadership across segment operations |
| Hershey Foods | Senior Director | Not disclosed | HR leadership positions |
| GE Water & Process Technologies | HR roles of increasing responsibility | Not disclosed | HR leadership positions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boys and Girls Club of the Fox Valley, WI | Director | Current (date not disclosed) | Non-profit/community board service |
Board Governance
- Committee assignments: Compensation Committee member; Nominating and Corporate Governance Committee member; not on Audit or Sustainability.
- Chair roles: None; Compensation Committee chaired by Thomas D. Christopoul; Nominating and Corporate Governance chaired by Peggy N. Troy.
- Meetings: Board held 4 meetings in 2024; Compensation Committee held 4; Nominating and Corporate Governance held 4.
- Independence: Board affirmed Ms. McTague is independent under NYSE standards.
- Attendance and engagement: All then-serving directors attended at least 75% of total board and committee meetings on which they served in 2024; all current directors attended the 2024 annual meeting of stockholders.
- Executive sessions: Executive session at each regularly scheduled board meeting without management; presided over by the Lead Independent Director (Mark S. Bartlett).
- Governance processes: Annual board, committee, and director evaluations overseen by the Nominating and Corporate Governance Committee.
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $93,750 | Directors may elect cash in deferred RSUs |
| Stock Awards ($) | $140,018 | Annual grant in deferred RSUs; vest immediately, settle 6 months post-board departure |
| Option Awards ($) | — | No options outstanding for non-employee directors as of 12/31/2024 |
| All Other Compensation ($) | — | Not disclosed |
| Total ($) | $233,768 | Sum of cash and stock awards |
Program parameters (board-wide, 2024):
- Annual cash retainer for non-employee directors: $95,000.
- Chair retainers: Audit ($25,000), Compensation ($20,000), Nominating & Governance ($15,000), Sustainability ($15,000); Lead Independent Director additional $50,000.
- Over 50% of directors elected to receive annual compensation in deferred RSUs in 2024 and again in 2025.
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Deferred RSUs (annual director grant) | Approximately $140,000 grant; vests immediately; payout deferred until 6 months after departure from the board | None disclosed (time-based; no revenue/EBITDA/TSR targets for director awards) |
- Clawback oversight: The Compensation Committee oversees and administers the Company’s executive compensation clawback policy (policy pertains to executives, not director equity).
- Say-on-pay engagement: Committee considers annual advisory votes and investor outreach when making compensation decisions.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed in biography/matrix. |
| Compensation Committee interlocks | None of the Compensation Committee members (including Ms. McTague) were current/former employees; no transactions requiring SEC disclosure. |
| Related-party transactions | Company disclosed a 2025 secondary sale by Ice Mountain LLC and a $55M share repurchase reviewed/approved by the Audit Committee; no director-specific related-party transactions involving Ms. McTague. |
Expertise & Qualifications
- Human capital and executive compensation expertise from CHRO and senior HR leadership roles at Oshkosh, Hershey, and GE Water.
- Board skills matrix indicates HR & Compensation, Global Operations, Industry Experience, and Corporate Governance capabilities for Ms. McTague.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 14,668 | Includes vested but deferred RSUs per footnote |
| Ownership as % of shares outstanding | <1% | Denoted “* indicates less than one percent” |
| Stock awards outstanding (#, 12/31/2024) | 10,721 | Aggregate stock awards held; no unexercised options outstanding |
| Options (exercisable/unexercisable) | None | Non-employee directors had no unexercised options outstanding |
| Anti-hedging/pledging | Prohibited by Company policy for directors, officers, and employees. | |
| Stock ownership guideline | 5x annual cash retainer within 5 years; Ms. McTague has until March 2028 to comply. |
Governance Assessment
- Board effectiveness: Independent director with relevant HR/compensation expertise; active roles on Compensation and Nominating & Governance Committees; board and committees conducted structured self-assessments; executive sessions at each regular meeting reinforce independent oversight.
- Alignment and incentives: Director compensation mix balances cash and equity with deferred payout on RSUs post-service, and strong ownership guidelines (5x cash retainer within 5 years). Anti-hedging and anti-pledging policies support alignment.
- Conflicts and interlocks: No Compensation Committee interlocks or related-party transactions involving Ms. McTague disclosed; the disclosed 2025 secondary/repurchase was Audit Committee-reviewed and not director-specific.
- Attendance and engagement: Board met 4 times; all then-serving directors met ≥75% attendance thresholds and attended the 2024 annual meeting; committee meetings held regularly (4 each).
RED FLAGS
- None observed in proxy disclosures specific to Ms. McTague: no related-party transactions, no hedging/pledging, no compensation interlocks.
Notes for investors
- Director equity awards are time-based deferred RSUs without explicit performance metrics, which is typical for director pay but offers limited direct performance linkage compared to PSU structures for executives.
- Beneficial ownership is modest (<1%), though the Company enforces robust ownership guidelines with a clear timeline to compliance for newer directors.