Thomas Christopoul
Zurn Elkay Water SolutionsAbout Thomas D. Christopoul
Independent director of Zurn Elkay Water Solutions since 2013; age 60 at the 2025 annual meeting; founder and Managing Partner of Iviron Capital Partners with prior senior investment roles at Guggenheim Partners and Cain Hoy. He chairs the Compensation Committee and serves on the Sustainability Committee, and is designated with financial expertise in the board matrix; the board affirmed his independence under NYSE standards and reported that all directors met at least 75% attendance in 2024 and attended the 2024 annual meeting. His current board term runs to the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iviron Capital Partners | Founder & Managing Partner | Not disclosed | Real estate private equity sponsor; principal investor leadership |
| 54 Madison Partners | Founding Principal | Since 2015 | Precedent investment fund of Iviron; principal investor experience |
| Athos Real Estate Partners | Founding Principal | Since 2015 | Precedent investment fund of Iviron; principal investor experience |
| Cain Hoy Enterprises (Guggenheim-launched) | Senior Partner; Head of Real Estate Investment | Not disclosed | Led real estate investment; institutional governance and deal oversight |
| Guggenheim Partners (Real Estate Group) | Senior Managing Director | Not disclosed | Real estate investment leadership; capital allocation |
| Falconhead Capital | Senior Advisor | Not disclosed | PE advisory; oversight of portfolio companies |
| GPSi Holdings (Falconhead portfolio) | Executive Chairman | Not disclosed | Portfolio company leadership; operating oversight |
| Rita’s Water Ice Franchise Co. (Falconhead portfolio) | Executive Chairman | Not disclosed | Portfolio company leadership; operating oversight |
| Somerset Shore Associates | Active Venture Investor | Not disclosed | Venture investing platform |
External Roles
| Category | Role/Entity | Notes |
|---|---|---|
| Public company boards | None disclosed | Proxy biography does not list current public company directorships beyond ZWS |
| Private company/Investment roles | Iviron Capital Partners; 54 Madison Partners; Athos Real Estate Partners; Somerset Shore Associates | Founder/principal investor roles |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair; meetings held in 2024: 4. Scope includes CEO comp setting, plan administration, succession planning, clawback policy oversight, and board compensation.
- Sustainability Committee: Member; meetings held in 2024: 3. Oversight of ESG strategy, goals, and stakeholder concerns.
- Independence: Board affirmatively determined Christopoul is independent under NYSE rules; CEO is the only non-independent director.
- Attendance and engagement:
- Board met 4 times in 2024; all directors attended at least 75% of board and committee meetings on which they served and attended the 2024 annual meeting.
- Board tenure and matrix:
- Tenure: 12 years; age 60; marked with “$” indicating financial expertise; skills include Financial & Accounting, HR & Compensation, Corporate Governance, Sustainability.
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 110,000 | “Fees Earned or Paid in Cash” for Christopoul |
| Program details (2024) | 95,000 | Annual cash retainer for all non-employee directors (revised in 2024) |
| Chair fee (Comp Committee) | 20,000 | Annual cash retainer for Compensation Committee chair |
| Meeting fees | — | Not disclosed; retainer-based program |
- Cash retainer amounts may, at a director’s option, be paid in deferred RSUs; in 2024 and 2025, over 50% of directors elected to receive annual compensation in deferred RSUs.
Performance Compensation
| Year | Equity Grant Type | Grant-date Fair Value ($) | Vesting/Settlement | Option Awards |
|---|---|---|---|---|
| 2024 | Deferred RSUs | 140,018 | RSUs vested immediately on grant; settlement deferred until six months after director leaves the board | None (no options outstanding for directors as of 12/31/2024) |
- Director equity awards are not tied to performance metrics (PSUs are used for executives, not directors).
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Conflict Indicator |
|---|---|---|
| GPSi Holdings (Falconhead portfolio) | Executive Chairman | Private company role; no ZWS-related transaction disclosed |
| Rita’s Water Ice Franchise Co. (Falconhead portfolio) | Executive Chairman | Private company role; no ZWS-related transaction disclosed |
| Iviron/54 Madison/Athos | Founder/Principal | Real estate investment platforms; no ZWS-related transaction disclosed |
- Related party transactions: Audit Committee reviewed material related party transactions; since Jan 1, 2024, no transactions involving directors requiring disclosure except an underwritten secondary from Ice Mountain LLC; no disclosures implicate Christopoul.
Expertise & Qualifications
- Financial expertise (board matrix “$” designation); deep private equity and real estate investment leadership; corporate governance and HR/Compensation skill set; sustainability experience.
- Independence affirmed by the board under NYSE standards.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 111,279 | Includes vested but deferred RSUs counted as beneficially owned |
| Deferred RSUs included | 83,357 | Vested, deferred settlement |
| Stock awards outstanding (as of 12/31/2024) | 78,643 | As of fiscal year-end 2024 |
| Shares outstanding (Record Date) | 168,795,157 | For ownership % denominator |
| Ownership % of shares outstanding (approx.) | ~0.066% | Computed from beneficial shares and shares outstanding; table flags <1% for directors |
- Stock ownership guidelines: Directors must own at least 5× annual cash retainer within 5 years; vested but deferred RSUs count; in-the-money options excluded. As of Record Date, 8 of 9 non-employee directors met the guideline (individual compliance by director not disclosed).
- Anti-hedging/pledging policy: Company prohibits pledging, hedging, short sales by directors.
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Christopoul oversees CEO compensation, incentive plan design, and succession planning, with authority to retain independent consultants; Willis Towers Watson serves as the Committee’s independent compensation consultant and was assessed for independence; Committee also administers the executive compensation clawback policy. This structure supports pay-for-performance alignment and governance rigor.
- Independence and engagement: Board affirmed independence; 2024 attendance standards met; executive sessions held at each regular meeting under lead independent director oversight—supports effective board challenge of management.
- Director pay mix and alignment: 2024 compensation was a mix of cash ($110,000) and deferred RSUs ($140,018) with immediate vest and deferred settlement, plus ownership guidelines and high RSU election rates (>50% of directors), enhancing alignment without performance metrics for directors.
- Conflicts/related-party exposure: No related-party transactions involving Christopoul disclosed in 2024–2025; firm-wide policy requires Audit Committee review and management discourages conflicts.
- Risk indicators: No delinquent Section 16 filings noted for Christopoul (late filings were reported for other insiders); company prohibits hedging/pledging; no option repricing; no excise tax gross-ups except limited relocation/equalization under policy.
- Shareholder feedback and say-on-pay: Annual say-on-pay vote; Committee meets with investors, integrates feedback on governance and compensation strategy; 2025 outreach covered ~47% of outstanding shares contacted.
Overall signal: Independent status, Compensation Committee chairmanship, and equity-aligned pay structure are positives for investor confidence; absence of related-party transactions and strict anti-hedging/pledging policies reduce governance risk. No material red flags identified in proxy disclosures specific to Christopoul.