Rosemary Schooler
Zurn Elkay Water SolutionsAbout Rosemary Schooler
Rosemary Schooler, age 57, is an independent director of Zurn Elkay Water Solutions (ZWS) serving since 2019. She is a retired Intel Corporate Vice President who led Global Data Center Sales (2018–2022) and previously held senior leadership roles across IoT and communications/storage; she currently serves on ARM Holdings’ board and its audit and compensation committees, and on the private board of Densify . The Board has affirmatively determined Schooler is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Corporate Vice President, Global Data Center Sales | 2018–2022 | Senior executive experience in data center markets |
| Intel Corporation | Corporate Vice President, Global IoT Sales & Marketing | 2016–2018 | Led IoT commercial strategy |
| Intel Corporation | Vice President, IoT Strategy and Technology Office | 2015–2016 | Strategy leadership in IoT |
| Intel Corporation | VP & GM, Communications and Storage Infrastructure Group | Prior to 2015 | Infrastructure leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| ARM Holdings (public) | Director | Current | Audit, Compensation |
| Densify (private) | Board Member | Current | — |
| Cloudera, Inc. (public, prior) | Director | Prior to going private in 2021 | Nominating & Governance |
Board Governance
- Committees: Member, Compensation Committee; not a chair of any committee .
- Independence: Board determined Ms. Schooler is independent; CEO is only non-independent director .
- Attendance: Board held 4 meetings in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting . In 2023, the Board held 6 meetings; all directors attended at least 75% and attended the annual meeting .
- Committee activity: Compensation Committee met 4 times in 2024 and 4 times in 2023; fully independent membership; no interlocks disclosed .
- Election and shareholder sentiment:
- 2024 director election: Schooler received 146,267,586 “For,” 8,429,247 “Withheld,” 7,464,135 broker non-votes .
- 2024 say-on-pay advisory vote: For 142,303,890; Against 3,953,693; Abstain 8,439,250; broker non-votes 7,464,135 .
- 2025 say-on-pay advisory vote: 70.7% For (110,199,235 For; 45,632,521 Against; 46,383 Abstain; 7,246,800 broker non-votes) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees (earned) | $90,000 | $93,750 |
| Total cash retainer policy (program) | — | Annual cash compensation set at $95,000 in 2024 program |
| Committee chair/lead fees (program) | — | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000; Sustainability Chair $15,000; Lead Director +$50,000 |
| Total director compensation (cash + equity) | $220,014 | $233,768 |
Narrative highlights:
- Cash retainer is paid quarterly and may be prorated; directors may elect to receive cash in deferred RSUs; over 50% elected deferred RSUs in 2024 and again in 2025 .
- Schooler is not listed as a committee chair or lead director; her fees reflect base program and proration mechanics .
Performance Compensation
| Equity Type | Grant Value | Vesting | Settlement | Performance Conditions |
|---|---|---|---|---|
| Deferred RSUs (annual) | ≈$130,000 (2023) | Immediate on grant | Paid 6 months after departure | None disclosed (no performance metrics for director equity) |
| Deferred RSUs (annual) | ≈$140,000 (2024) | Immediate on grant | Paid 6 months after departure | None disclosed (no performance metrics for director equity) |
Notes:
- RSU values reflect grant-date fair value under ASC 718; directors are not granted options in recent years .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None—no member was a current or former employee; no transactions or relationships requiring disclosure under SEC rules .
- Related-party transactions: Since January 1, 2024, no transactions with directors required disclosure; a secondary offering and company share repurchase from a selling stockholder (Ice Mountain LLC) was reviewed and approved by the Audit Committee, not involving directors as counterparties .
Expertise & Qualifications
- Senior IT executive background across data centers, IoT, and infrastructure; public company director experience; committee service at ARM (audit and compensation) .
- Board skill matrix indicates contributions across global operations, industry experience, corporate governance, and sustainability .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 55,873; less than 1% of shares outstanding |
| Deferred/vested RSUs included in beneficial ownership | 50,266 (vested but deferred) |
| Stock awards outstanding (as of Dec 31, 2024) | 45,686 |
| Options outstanding | None for non-employee directors as of Dec 31, 2024; Schooler had none in 2023 |
| Stock ownership guidelines | Minimum 5× annual cash retainer within 5 years of board entry; vested “in-the-money” options excluded from calculation |
| Guideline compliance status (board-level) | 8 of 9 non-employee directors met guidelines as of record date; Ms. McTague has until March 2028 to comply (individual statuses beyond this not detailed) |
| Anti-hedging/anti-pledging policy | Applies to directors; prohibits hedging and pledging of company stock |
Governance Assessment
- Board effectiveness: Schooler contributes deep technology and data center expertise; she serves on the Compensation Committee, which met 4 times in both 2023 and 2024 and is fully independent with no interlocks—supportive of robust oversight .
- Alignment: Director pay mix is cash plus deferred RSUs with immediate vest and delayed settlement, creating long-term alignment; stock ownership guidelines at 5× retainer and anti-hedging/pledging policies further strengthen alignment .
- Shareholder sentiment: Strong say-on-pay approval in 2024 (raw vote counts) but notably lower approval in 2025 (70.7% For), signaling heightened investor scrutiny of compensation programs; while not directly about directors, it indicates broader governance sentiment the Compensation Committee, including Schooler, should address .
- Conflicts/RED FLAGS: No related-party transactions involving directors; no pledging disclosed; no committee interlocks—no apparent governance red flags tied to Schooler from disclosed filings .
- Attendance & engagement: Board and committee attendance standards met; executive sessions led by independent lead director; Schooler appears engaged via committee service and re-election support in 2024 .