Timothy Jahnke
Zurn Elkay Water SolutionsAbout Timothy J. Jahnke
Independent director at Zurn Elkay Water Solutions; age 65; director since 2022. Retired Chairman of Elkay Manufacturing (Chairman through the 2022 merger with Zurn; President & CEO from 2007–2019; briefly interim President & CEO during the merger process in 2022). Prior to Elkay, he held senior roles at Newell Brands, including President, Anchor Hocking Specialty Glass; Chief Human Resources Officer, Newell Rubbermaid; and Group President, Home & Family Products Group (1986–2007). Core credentials: multi-decade operating leadership in manufacturing and consumer products, executive HR/compensation experience, and deep knowledge of legacy Elkay business integrated into Zurn.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elkay Manufacturing Company | Chairman of the Board | Through 2022 merger with Zurn | Led through strategic combination with Zurn |
| Elkay Manufacturing Company | President & CEO | 2007–2019 | Drove operating leadership and strategy |
| Elkay Manufacturing Company | Interim President & CEO | Briefly in 2022 (pending merger) | Ensured continuity during transaction |
| Newell Brands (incl. Newell Rubbermaid) | President, Anchor Hocking Specialty Glass; Chief Human Resources Officer; Group President, Home & Family Products Group | 1986–2007 | Diverse P&L and CHRO responsibilities in consumer products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wahl Clipper Company (private) | Advisor to the Board | Not disclosed | Manufacturer of grooming equipment |
| Elkay Interior Systems, Inc. (private) | Board Member | Not disclosed | Private business; board service |
| Your 6 (private) | Board Member | Not disclosed | Private business; board service |
Board Governance
- Committee assignments: Not currently listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Sustainability Committees (see committee rosters). Independence affirmed by the Board. Board tenure 3 years; all directors attended at least 75% of meetings in 2024; all current directors attended the 2024 annual meeting. Zurn Elkay has a classified (staggered) board; Lead Independent Director is Mark S. Bartlett; executive sessions of independent directors occur at each regular meeting.
- Committee membership details (2024):
- Audit: Members are Moore (Chair), Bartlett, Butler (Jahnke not listed).
- Compensation: Members are Christopoul (Chair), Longren, McTague, Schooler (Jahnke not listed).
- Nominating & Corporate Governance: Members are Troy (Chair), Butler, McTague (Jahnke not listed).
- Sustainability: Members are Longren (Chair), Christopoul, Moore, Troy (Jahnke not listed).
- Independence: The Board determined Jahnke is independent under NYSE standards.
Fixed Compensation (Director; 2024)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $93,750 fees earned by Jahnke in 2024 (program retainer set at $95,000 effective 2024) |
| Committee chair retainers (program terms) | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000; Sustainability Chair $15,000 (if applicable) |
| Lead Director fee (program terms) | Additional $50,000 (for Lead Director; not applicable to Jahnke) |
| Election to defer cash into RSUs | Directors may elect to receive cash in deferred RSUs; over 50% did so in 2024/2025 (individual elections not disclosed) |
Notes: All director cash retainers can be taken in deferred RSUs at the director’s option.
Performance Compensation (Director; 2024)
| Instrument | Grant Value | Vesting | Settlement | Notes |
|---|---|---|---|---|
| Deferred RSUs (annual grant) | $140,018 | Vests immediately on grant | Paid 6 months after leaving the Board | Standard director equity; not performance-based (no metrics) |
No stock options were outstanding for non-employee directors as of Dec 31, 2024.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Proxy biography lists only private company roles; no current public company directorships disclosed for Jahnke. |
| Potential interlocks/conflicts | Former Chairman/CEO of Elkay (merged into Zurn in 2022). The proxy discloses no Jahnke-specific related-party transactions since Jan 1, 2024. |
Expertise & Qualifications
- Extensive CEO/operating experience in manufacturing and consumer products via Elkay; executive HR leadership experience at Newell; strong familiarity with Zurn-Elkay post-merger business.
- Board skill matrix shows broad mix across the Board; Jahnke is a nominee with “varied business experience” and knowledge of Elkay business cited in his qualifications.
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (common shares) | 548,964 (<1% of outstanding) |
| Shares outstanding at Record Date | 168,795,157 (Mar 4, 2025) |
| Vested but deferred RSUs included in beneficial ownership | 18,585 |
| Stock awards outstanding (as of Dec 31, 2024) | 14,638 (deferred RSUs outstanding) |
| Stock options outstanding | 0 (non-employee directors had no unexercised options) |
| Director ownership guideline | Minimum 5x annual cash retainer within 5 years; as of the Record Date, 8 of 9 non-employee directors had met the guideline; Ms. McTague has until March 2028 to comply. |
| Hedging/pledging | Company policy prohibits pledging and hedging by directors. |
Insider Trades (Section 16)
| Period | Notes |
|---|---|
| 2024 | The proxy’s Section 16(a) disclosure lists certain untimely filings for another director; no delinquent filings are disclosed for Jahnke. Individual Form 4 transaction details are not included in the proxy. |
Governance Assessment
- Positives
- Independent director with deep operating background directly relevant to Elkay integration and Zurn’s end markets; provides industry and organizational leadership perspective.
- Strong board processes: 100% independent committees; executive sessions at each regular meeting; all directors met ≥75% attendance and attended the 2024 annual meeting.
- Director ownership alignment: robust ownership guideline (5x retainer); widespread compliance; anti-hedging/anti-pledging policy.
- Shareholder engagement: extensive outreach (invited ~65% of shares; met holders representing ~47%); input reviewed by Board.
- Watch items
- No current committee assignments for Jahnke limit direct committee-level oversight influence (may be by design given Board’s overall composition).
- Classified board structure reduces annual accountability (common debate point among governance-focused investors).
- Director equity grants are time-based deferred RSUs (immediate vest, deferred settlement) rather than performance-conditioned; aligns long-term via ownership but lacks explicit performance metrics for directors.
- Related-party transactions: none disclosed for Jahnke; the company disclosed a selling stockholder transaction (Ice Mountain LLC) reviewed/approved by the Audit Committee; investors may continue monitoring legacy Elkay relationships.
Overall read: Jahnke appears independent with relevant operating and HR experience, solid meeting engagement, and meaningful ownership alignment. Lack of committee assignments and the classified board structure are the main governance friction points to monitor, rather than person-specific red flags.