Role Overview for Independent Board Director – Audit Committee Chair, Mid-Cap Industrial | Southeast US
JRG Partners has been exclusively retained by a dynamic, publicly traded mid-cap industrial company headquartered in the Southeast US to identify a distinguished executive for the position of Independent Board Director and Audit Committee Chair. Our client is a leader in its sector, known for innovation, operational excellence, and a commitment to sustainable growth. As the company navigates a period of strategic expansion, technological advancement, and increasing regulatory complexity, the Board of Directors seeks to appoint a seasoned financial expert to provide critical oversight and strategic guidance.
This is a paramount governance role, serving as a fiduciary for shareholders and a cornerstone of the company’s financial integrity. The Audit Committee Chair is entrusted with the oversight of all aspects of financial reporting, internal controls, risk management, and the audit processes. The ideal candidate will bring a wealth of experience, unimpeachable integrity, and a strategic mindset to the boardroom. You will work collaboratively with a high-caliber board and a forward-thinking executive team to ensure the company maintains the highest standards of transparency, compliance, and fiscal responsibility. This position offers a unique opportunity to contribute to the long-term value creation of a thriving enterprise, shaping its financial stewardship and strategic trajectory for years to come. The successful candidate will not only ensure compliance but also act as a strategic advisor, leveraging their financial acumen to assess opportunities, mitigate risks, and support the company’s ambitious growth objectives.
As the leader of the Audit Committee, you will be at the forefront of overseeing the company’s relationship with its external auditors, ensuring the independence and effectiveness of the audit function. Your leadership will be crucial in fostering a culture of accountability and ethical conduct throughout the organization. This role requires a deep understanding of the complexities of a modern industrial business, including supply chain dynamics, capital allocation, and the financial implications of technological disruption. Your contributions will directly impact investor confidence and the company’s standing in the capital markets.
Key Responsibilities of Independent Board Director – Audit Committee Chair, Mid-Cap Industrial | Southeast US
The Audit Committee Chair is responsible for leading the committee in fulfilling its oversight responsibilities as outlined in its charter. This includes, but is not limited to, the following key areas:
Financial Reporting and Disclosures
- Provide robust oversight of the financial reporting process, including the review of quarterly (10-Q) and annual (10-K) SEC filings, earnings releases, and financial information provided to analysts and rating agencies.
- Engage in detailed discussions with management and the independent auditor regarding significant accounting policies, critical judgments, and the clarity and completeness of financial disclosures.
- Ensure financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and fairly present the company’s financial condition and results of operations.
- Review the Management’s Discussion and Analysis (MD&A) section of public filings for accuracy, transparency, and insight into business performance and risks.
Internal Controls and Risk Management
- Oversee the company’s system of internal controls over financial reporting, ensuring its design and operational effectiveness in compliance with the Sarbanes-Oxley Act (SOX).
- Review management’s assessment of the effectiveness of internal controls and the independent auditor’s report on the matter.
- Provide oversight for the company’s Enterprise Risk Management (ERM) framework, with a specific focus on financial, operational, and compliance risks.
- Assess the processes in place for identifying, managing, and monitoring key risks, including cybersecurity, data privacy, and supply chain vulnerabilities from a financial perspective.
Audit Functions (External and Internal)
- Lead the process for the appointment, compensation, retention, and oversight of the work of the independent, external audit firm.
- Pre-approve all audit and permissible non-audit services to be provided by the external auditor to ensure their independence is not compromised.
- Conduct an annual evaluation of the external auditor’s qualifications, performance, and independence, ensuring compliance with standards set by the Public Company Accounting Oversight Board (PCAOB).
- Oversee the company’s internal audit function, including its charter, budget, staffing, and annual audit plan. Review significant reports and ensure management’s responsiveness to findings.
Compliance and Ethics
- Oversee programs and policies designed to ensure compliance with applicable laws, regulations, and ethical standards.
- Review the effectiveness of the company’s code of conduct and its whistleblower and anti-retaliation policies and procedures.
- Stay abreast of evolving regulatory landscapes and corporate governance best practices to ensure the company remains at the forefront of compliance.
Committee Leadership and Board Reporting
- Set the agenda for and preside over all Audit Committee meetings, fostering an environment of open dialogue and rigorous inquiry.
- Ensure the committee has the resources and information necessary to fulfill its duties effectively.
- Report regularly to the full Board of Directors on the committee’s activities, significant findings, and recommendations.
- Lead the annual review and assessment of the Audit Committee’s charter and performance.
Requirements for the Independent Board Director – Audit Committee Chair, Mid-Cap Industrial | Southeast US
The ideal candidate will be a person of exceptional integrity and stature who possesses a deep and current understanding of complex financial and accounting principles. Specific qualifications include:
Professional Experience & Expertise
- A minimum of 15-20 years of progressive leadership experience in finance and accounting.
- Must qualify as an “audit committee financial expert” (ACFE) as defined by the rules and regulations of the Securities and Exchange Commission (SEC).
- Experience as a current or former Chief Financial Officer, Chief Accounting Officer, or Controller of a publicly traded company of comparable or larger size. Alternatively, experience as a senior audit partner at a major public accounting firm (Big 4 preferred) with responsibility for large, complex public clients.
- A CPA designation is strongly preferred.
Industry & Governance Experience
- Demonstrable experience in the industrial, manufacturing, distribution, or a related sector is highly desirable. Understanding the financial drivers and operational complexities of such a business is critical.
- Prior experience serving on a public company board is required. Previous experience as an Audit Committee Chair or a tenured member of an Audit Committee is strongly preferred.
- Deep, practical knowledge of SEC reporting requirements, US GAAP, and Sarbanes-Oxley (SOX) compliance.
- Proven track record of effective corporate governance and working collaboratively within a board setting.
Personal Attributes & Skills
Unquestionable Integrity
A strong ethical compass and a commitment to the highest standards of governance and personal conduct.
Strategic Thinker
The ability to think beyond the numbers, understand the broader business context, and provide strategic financial insights.
Independent Judgment
The courage and conviction to ask tough questions and challenge management when necessary, while maintaining a constructive and respectful relationship.
Excellent Communicator
The ability to articulate complex financial matters clearly and concisely to fellow board members, management, and investors.
Collaborative & Collegial
A team-oriented mindset with the ability to build consensus and work effectively with diverse perspectives in the boardroom.
Benefits & Perks Offered
Serving as a Director and Committee Chair for our client offers significant professional and personal rewards. Compensation and benefits are competitive and structured to attract a candidate of the highest caliber, including:
Competitive Annual Retainer
A substantial annual cash retainer for board service.
Committee Chair Stipend
An additional cash stipend in recognition of the significant time commitment and responsibilities of the Audit Committee Chair role.
Equity Compensation
A meaningful annual equity award (e.g., Restricted Stock Units – RSUs) to align the director’s interests with those of the shareholders, typically vesting over a defined period.
Director & Officer (D&O) Insurance
Comprehensive liability insurance coverage.
Professional Development
Opportunities and reimbursement for continuing director education to stay current on governance, accounting, and industry trends.
Strategic Impact
The invaluable opportunity to guide a successful company through its next phase of growth and to contribute to its long-term legacy.
Networking
The ability to collaborate with a distinguished group of peers on the board and executive team.
How to Apply
JRG Partners is proud to lead this critical search. We are committed to a confidential, thorough, and professional process. To express your interest in this prestigious board opportunity, please submit your curriculum vitae or a detailed biography for consideration. All inquiries and applications will be held in the strictest confidence.
For more information on our executive search capabilities in this area, please visit the JRG Partners’ Board of Directors & Board Member Search practice page. We look forward to learning about your qualifications and discussing how your expertise can benefit our client’s board.
