Kimberly Lubel
ArcosaAbout Kimberly S. Lubel
Kimberly S. Lubel (age 60) is an independent director of Arcosa, Inc. (ACA) since 2021, serving on the Governance & Sustainability and Human Resources Committees. She is a former public-company CEO and general counsel with a legal, regulatory, and strategic leadership background. Education: B.A. in Spanish and International Studies (Miami University, Ohio), M.A. in International Relations (Baylor University), J.D. (University of Texas School of Law), and the Stanford Executive Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CST Brands, Inc. | President & Chief Executive Officer | 2013–2017 | Led publicly traded fuel and convenience retailer as CEO and Board Chair . |
| Valero Energy Corporation | Executive Vice President & General Counsel | 2006–2013 | Led legal services; elevated compliance and governance . |
| Valero Energy Corporation | Vice President of Legal Services | 2003–2006 | Managed corporate legal function . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westlake Corporation | Director | 2020–present | Current public company board . |
| PBF Energy Inc. | Director | 2017–present | Current public company board . |
| WPX Energy, Inc. | Director | 2013–2020 | Prior public company board . |
| CST Brands, Inc. | Board Chair | 2013–2017 | Prior public company leadership role . |
| CrossAmerica GP, LLC | Director | 2014–2017 | Prior public company-related board . |
| Southwest Research Institute | Vice Chair | N/A | Private/non-profit role . |
| Inspire Trust Company | Director | N/A | Private role . |
| The ExCo Group | Executive Coach & Mentor | N/A | Advisory role . |
Board Governance
- Independence: The Board affirmatively determined Lubel is independent under NYSE and SEC standards; all three standing committees (Audit, Governance & Sustainability, Human Resources) are 100% independent .
- Committee assignments: Governance & Sustainability (member) and Human Resources (member); 2024 meetings were 3 (G&S) and 5 (HR). Board held 5 meetings and all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure and practices: Independent, non-executive Board Chair; majority voting; regular executive sessions; proxy access; robust stock ownership requirements; policies prohibiting short sales, hedging, margin accounts, and pledging; limits on other public company board service .
- Compensation Committee interlocks: None; Lubel served on HR Committee alongside Alvarado and Lindsay; no member has ever served as an ACA executive officer .
- Related party transactions: Governance & Sustainability Committee oversees related-person transactions; ACA reported no related-person transactions requiring disclosure for 2024 .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $110,000 | Includes Board/committee fees; members may earn $2,000 per additional meeting and per diem for ad hoc work . |
| Stock Awards (Grant-date fair value) | $130,041 | Annual grant of restricted stock or deferred RSUs with one-year cliff vesting . |
| All Other Compensation | $5,000 | Matching gifts program contributions . |
| Total | $245,041 | 2024 total director compensation. |
Additional program terms:
- Annual equity award: Restricted stock with one-year cliff vesting or deferred RSUs that vest in one year but pay out upon qualifying termination; number of shares set by closing price on grant date .
- Deferred fees: Directors may defer cash retainers/fees into interest equivalents or phantom stock units; phantom stock settles in cash and accrues dividend equivalents; no above-market earnings in 2024 .
- Chair and meeting fees: Non-Executive Chair retainer $120,000; Committee Chair fees—Audit $20,000, HR $20,000, Governance & Sustainability $15,000; additional meeting fee $2,000; ad hoc per diem $2,000 .
Performance Compensation (Director)
- Performance-based pay: Not applicable to non-employee directors; equity grants are time-based and do not include performance conditions for directors . | Metric | Weight | Target Definition | Status | |---|---:|---|---| | Performance-linked equity or cash metrics | 0% | Directors receive time-based restricted stock/deferred RSUs; no AIP/PBRSU metrics apply to directors | Not used . |
Other Directorships & Interlocks
- Current public boards: Westlake Corporation (since 2020), PBF Energy Inc. (since 2017) .
- Policy mitigants: ACA maintains limits on other public company board service; all committees are independent; HR Committee reports no compensation committee interlocks; G&S Committee reviews and must approve related-person transactions .
- 2024 related-party review outcome: No transactions requiring disclosure; no shares pledged by directors or executives as of March 21, 2025 .
Expertise & Qualifications
- Legal and compliance: Former EVP & General Counsel at Valero; VP of Legal Services; J.D. from University of Texas School of Law .
- Public-company leadership: Former CEO and Board Chair at CST Brands; current director at Westlake and PBF Energy; prior WPX Energy and CrossAmerica GP roles .
- Strategic oversight: Member, Governance & Sustainability and HR Committees—aligns with skills in governance, compensation oversight, and ESG .
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (common shares) | 6,959 | As of March 21, 2025. |
| Ownership % of outstanding | <1% | Denoted “* less than one percent (1%).” |
| RS/RSU holdings (Arcosa) | 1,485 units | As of Dec 31, 2024; annual director awards vest in one year . |
| Shares pledged as collateral | 0 | As of March 21, 2025; pledging prohibited by policy . |
| Director stock ownership guideline | 5× annual Board cash retainer within five years; all directors have met or are on track . |
Governance Assessment
- Strengths: Independence; dual committee service (G&S and HR); strong attendance; robust governance framework (majority voting, executive sessions, proxy access); prohibitions on hedging/pledging; stock ownership guidelines; independent compensation consultant; 99% say-on-pay support in 2024, indicating alignment with investor expectations .
- Potential conflicts: Multiple external public boards (Westlake, PBF) raise standard time-commitment considerations, but ACA highlights limits on other board service and reported no related-person transactions in 2024; compensation committee interlocks are explicitly absent .
- Signals for investors: Committee roles in governance and compensation suggest meaningful influence on board effectiveness and pay discipline; ownership guidelines enhance alignment; policy prohibitions and no pledging reduce alignment risk; high say-on-pay approval supports confidence in pay practices overseen by HR Committee (which includes Lubel) .