Mark Bartlett
Zurn Elkay Water SolutionsAbout Mark S. Bartlett
Mark S. Bartlett is the Lead Independent Director of Zurn Elkay Water Solutions (ZWS) and an independent director since 2012; he has served as Lead Director since July 2020. He is a retired Ernst & Young LLP (EY) partner (1972–2012), a certified public accountant, and is recognized by ZWS as an “audit committee financial expert.” Age: 74 (at the 2025 annual meeting). Tenure on ZWS board: 13 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Retired Partner; Managing Partner (Baltimore) and Senior Client Service Partner (Mid-Atlantic) | 1972–2012 | Extensive experience with global manufacturers, M&A, SEC rules, public offerings and financing alternatives |
External Roles
| Organization | Role | Committee Roles |
|---|---|---|
| T. Rowe Price Group, Inc. | Director | Chair, Audit Committee; Member, Executive Compensation & Management Development Committee |
| WillScot Mobile Mini Holdings Corporation | Director | Chair, Audit Committee; Member, Compensation Committee |
| FTI Consulting, Inc. | Director | Member, Audit Committee |
Board Governance
- Independence: The board has affirmatively determined that Mr. Bartlett is independent under NYSE rules.
- Lead Independent Director: Lead Director since July 2020. Duties include presiding over executive sessions, acting as liaison to the Chair/CEO and major shareholders, and co-approving agendas and meeting schedules, among others.
- Committee assignments (ZWS): Audit Committee member; ZWS designates him an “audit committee financial expert.”
- Meetings and attendance: ZWS board held 4 meetings in 2024; all directors attended at least 75% of board and committee meetings; all current directors attended the 2024 annual meeting. Executive sessions are held at each regular meeting and are presided over by the Lead Director.
- Committee activity: Audit Committee held 4 meetings in 2024; responsibilities include oversight of financial reporting, internal controls, auditor independence, and cybersecurity risk.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees paid (2024) | $133,750 | As reported in Director Compensation table |
| Annual cash retainer (program level) | $95,000 | Program set in 2024; first change since 2015 |
| Lead Independent Director annual fee (program level) | $50,000 | Program set in 2024 |
| Committee chair retainers (program level) | Audit: $25,000; Comp: $20,000; Nominating: $15,000; Sustainability: $15,000 | Mr. Bartlett is not a committee chair at ZWS |
- Election to defer cash into RSUs: Directors may elect to receive cash compensation in deferred RSUs. Over 50% of directors elected stock in 2024 and again in 2025.
Performance Compensation (Non-Employee Director – 2024)
| Element | Grant Date/Fair Value | Vesting & Settlement | Performance Conditions |
|---|---|---|---|
| Annual RSU grant | $140,018 | RSUs vested immediately on grant; payout deferred until six months after director leaves the board | None (director equity is time-based) |
- Options: None outstanding for non-employee directors as of 12/31/2024.
Other Directorships & Interlocks
- Current public boards: T. Rowe Price Group, WillScot Mobile Mini Holdings, FTI Consulting (roles and committees detailed above).
- Overboarding/committee load: ZWS disclosures note the board considered his simultaneous service on other audit committees and determined it does not impair his ability to effectively serve on ZWS’s Audit Committee.
- Related-party transactions: ZWS reports no related-party transactions involving directors that require disclosure since Jan 1, 2024, other than a February 11, 2025 secondary/repurchase reviewed and approved by the Audit Committee; no Bartlett-specific related-party exposure is disclosed.
Expertise & Qualifications
- CPA; extensive financial/accounting expertise, M&A, SEC regulations, public offerings; manufacturing industry experience. ZWS designates him as an “audit committee financial expert.”
- Skills matrix: Financial & Accounting, Corporate Governance, Industry Experience, Public Company Director.
Equity Ownership
| Metric | Amount | As-of |
|---|---|---|
| Beneficially owned shares | 138,683 (<1% of outstanding) | Record Date: Mar 4, 2025 |
| Deferred RSUs included in beneficial ownership | 77,696 | Record Date: Mar 4, 2025 |
| Stock awards outstanding (incl. deferred settlement) | 73,749 | As of Dec 31, 2024 |
| Director ownership guideline | 5x annual cash retainer; 5-year compliance window | Policy level |
| Compliance status (board-level) | 8 of 9 non-employee directors had met guidelines as of Record Date; Ms. McTague has until March 2028 | Board-level disclosure (individual status not itemized) |
| Anti-hedging/anti-pledging | Policies apply to directors | Policy reference |
- Section 16(a) filings: ZWS disclosed delinquencies for certain insiders in 2024 but did not list Mr. Bartlett among them.
Governance Assessment
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Strengths
- Demonstrated independence and leadership as Lead Independent Director; presides over executive sessions and serves as liaison to major shareholders, enhancing board oversight.
- Deep financial expertise and “audit committee financial expert” designation; active Audit Committee member with oversight of financial reporting and cybersecurity, aligning with investor expectations for robust financial governance.
- Significant director equity and deferred RSUs support alignment; strong ownership guidelines (5x cash retainer) and anti-hedging/anti-pledging policies bolster investor alignment.
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Watch items
- Multiple external audit committee chair roles (T. Rowe Price, WillScot Mobile Mini) plus FTI Consulting audit committee membership increase workload; ZWS has evaluated and determined no impairment to his ZWS Audit Committee effectiveness. Investors may still monitor potential overboarding risk given aggregate commitments.
- Age and tenure: Age 74 and nominated for a term through 2028; ZWS guidelines generally avoid nominating directors after age 75 but permit serving out the term if 75 is reached mid-term; investors may monitor succession and refreshment timing.
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No red flags disclosed
- No related-party transactions tied to Mr. Bartlett; no Section 16(a) filing delinquencies disclosed for him; director equity is granted as time-based RSUs with deferred settlement (no options or repricing).
Overall, Mr. Bartlett brings substantial financial oversight capability and independent leadership as Lead Director, with strong alignment mechanisms; the main governance consideration is aggregate external committee workload and age/refreshment trajectory, which ZWS acknowledges and has evaluated within its governance framework.