George Moore
Zurn Elkay Water SolutionsAbout George C. Moore
Independent director of Zurn Elkay Water Solutions (ZWS) since 2015; age 69 at the 2025 annual meeting. Executive Chairman of IPS Corporation and former CFO at Maytag and Group CFO at Danaher; began career at Arthur Andersen. Previously served in various capacities with Zurn (2006–2012). Recognized by the board as an Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maytag Corporation | EVP & Chief Financial Officer | Prior to Zurn tenure (dates not specified) | Senior finance leadership at multinational manufacturer |
| Danaher Corporation | Group CFO & Group VP Finance | Prior to Zurn tenure (dates not specified) | Group-level finance leadership |
| Zurn (pre-Zurn Elkay) | Various roles | 2006–2012 | Corporate leadership experience within company ecosystem |
| Arthur Andersen & Co. | Early career | Not specified | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IPS Corporation | Director (since 2017); Executive Chairman (since 2021) | 2017–present | Adhesives, plumbing, roofing products; private company |
| Cypress Performance Group LLC | Director | 2017–present | Parent of Encapsys and IPS; private |
| CP Atlas Parent Holdings, L.P. (American Bath Group) | Director | 2021–present | Bathware manufacturer; private |
| Encapsys, LLC | Director | 2015–2021 | Microencapsulation services; private |
| Culligan International Company | Director | 2018–2021 | Water treatment products/services; private |
| Industrial Container Services, LLC | Director | 2017–2018 | Reusable container solutions |
| Wastequip, Inc. | Director | 2012–2018 | Waste handling equipment |
| Pro Mach, Inc. | Director | 2015–2018 | Packaging and processing solutions |
Board Governance
- Independence: Board affirmatively determined Moore is independent.
- Committee assignments: Audit Committee (Chair); Sustainability Committee (Member).
- Financial expert designation: Audit Committee identified Moore as an “audit committee financial expert.”
- Meetings/attendance: Board held 4 meetings in 2024; all directors attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent-led executive sessions at each regular meeting; Lead Independent Director (Mark Bartlett) presides.
- Lead Independent Director role definition: Duties include presiding in executive sessions, agenda/schedule approval with Chair, shareholder liaison, and calling meetings of independent directors.
- Committee cadence: Audit Committee met 4 times in 2024; Sustainability Committee met 3 times in 2024.
- Classified board/age cap: Directors serve staggered 3-year terms; board will not nominate individuals after age 75 (Moore age 69).
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Value | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Increased from $90,000 in 2023 |
| Audit Committee Chair fee | $25,000 | Chair retainers updated in 2024 |
| Equity grant (RSUs) | ~$140,000 | Deferred RSUs; vest immediately; payout 6 months after board departure |
| Meeting fees | None disclosed | Cash retainer structure; no per‑meeting fees disclosed |
Moore’s 2024 total director pay: $113,750 cash; $140,018 stock awards; total $253,768.
Performance Compensation (Directors)
| Equity Award Type | Vesting / Metrics | Payout Mechanics |
|---|---|---|
| Deferred RSUs (annual grant) | Immediate vesting; no performance metrics | Settlement deferred until 6 months after board service ends |
Note: ZWS director equity is not performance‑conditioned; performance metrics apply to executive PSUs, not to non‑employee director RSUs.
Other Directorships & Interlocks
- Industry adjacency: Current roles at IPS and American Bath Group (bathware) operate in adjacent plumbing/bath product ecosystems. No related‑party transactions involving these entities were disclosed by ZWS since Jan 1, 2024. Audit Committee reviewed a separate February 2025 share repurchase tied to a selling stockholder (Ice Mountain LLC).
Expertise & Qualifications
- Deep finance and accounting expertise (former CFO; audit “financial expert”); manufacturing and water‑adjacent industry experience; corporate governance and risk oversight via Audit and Sustainability committees.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (Record Date: Mar 4, 2025) | 113,612 shares (includes vested but deferred RSUs) |
| RSUs vested but deferred (included in ownership above) | 80,199 units |
| Director stock awards outstanding (Dec 31, 2024) | 74,452 stock awards outstanding; no unexercised options for non‑employee directors as of YE 2024 |
| Anti‑hedging / anti‑pledging | Company policy prohibits hedging and pledging of ZWS securities by directors |
| Director ownership guidelines | Minimum 5× annual cash retainer within 5 years; company reported 8 of 9 non‑employee directors met guidelines as of the Record Date (Ms. McTague excepted), implying Moore satisfies the requirement |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay outcomes: 2022 failed (For 55,103,986; Against 57,048,380); 2023 passed (For 147,540,313; Against 5,832,846); 2024 passed (For 142,303,890; Against 3,953,693).
- Shareholder outreach: Post‑2024 meeting engagement; invited holders representing ~65% of outstanding shares and met with holders representing ~47% to discuss governance, compensation, sustainability; feedback indicated practices aligned with stockholder sentiment.
Director Election Support (Signal of Confidence)
| Election | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| 2024 Annual Meeting (term expiring 2027) – George C. Moore | 145,778,944 | 8,917,889 | 7,464,135 |
Director Compensation Structure Analysis
- Cash vs. equity mix: 2024 equity grant value increased to ~$140k (from ~$130k in 2023), while cash retainer rose to $95k (from $90k); Audit Chair fee increased to $25k, aligning with greater committee responsibilities. Equity continues to be granted as deferred RSUs, enhancing alignment through post‑service settlement. Over 50% of directors elected to receive compensation as deferred RSUs in 2024 and 2025.
- No option awards outstanding for directors as of YE 2024 (reduces risk of option‑related repricing concerns).
- Ownership guidelines remain stringent at 5× cash retainer; eight of nine non‑employee directors met the guideline as of the Record Date.
Related‑Party Transactions (Conflict Checks)
- Policy/Oversight: Audit Committee reviews related‑party transactions; directors must disclose conflicts; code discourages conflicts.
- Disclosed transactions: In Feb 2025, ZWS repurchased 1.64M shares ($55M) from underwriters in a secondary offering by a selling stockholder (Ice Mountain LLC); Audit Committee reviewed and approved terms. No transactions involving Moore were disclosed.
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors (reduces misalignment risk).
- Option repricing: PIP prohibits repricing without stockholder approval (shareholder‑friendly).
- Say‑on‑Pay: 2022 failure was a red flag that has since been addressed with strong approvals in 2023 and 2024 and expanded outreach.
- Related‑party: No director‑level related‑party transactions disclosed for Moore; Audit Chair role adds oversight responsibility.
Compensation Peer Group (Context for Pay Practices – Executives)
Peer group used for executive compensation benchmarking includes A.O. Smith, Advanced Drainage Systems, Badger Meter, Enpro, ESCO Technologies, Franklin Electric, Graco, Helios Technologies, Itron, Kadant, Lindsay, Mueller Water Products, Nordson, Pentair, Watts Water.
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reported no delinquent filings for Moore; late filings noted for other insiders (Butler; Ice Mountain LLC; April Jalazo; Aimee Katz). |
Governance Assessment
- Strengths: Independent director with deep finance expertise (Audit Chair/financial expert), robust committee oversight, strong recent shareholder support for his election, and clear anti‑hedging/anti‑pledging policies and no‑repricing plan provisions. Ownership alignment via substantial deferred RSUs and adherence to 5× ownership guideline enhance skin‑in‑the‑game.
- Watch items: External leadership roles at IPS and board role at American Bath Group are adjacent to ZWS’s markets (plumbing/bathware); no related‑party transactions disclosed, but ongoing monitoring appropriate.
Net: Moore’s profile and governance footprint support board effectiveness and investor confidence, with no disclosed conflicts and strong alignment through ownership and role as Audit Chair.