Diarmuid O'Connell
ALBEMARLEAbout Diarmuid B. O’Connell
Independent director at Albemarle (ALB) since 2018; age 61. Background includes senior corporate development roles at Tesla (2006–2017), Chief Strategy Officer at Fair Financial Corp. (2018–2019), and Chief of Staff in the U.S. State Department’s Bureau of Political-Military Affairs (2003–2006). Current Board committee assignments: Executive Compensation & Talent Development and Sustainability, Safety & Public Policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesla, Inc. | VP, Corporate & Business Development | 2010–2017 | Global EV/energy storage industry experience; marketing, operations, manufacturing; end-use insights for ALB products |
| Tesla, Inc. | VP, Business Development | 2006–2010 | As above |
| Fair Financial Corp. | Chief Strategy Officer | 2018–2019 | Fintech/auto leasing strategy |
| U.S. Department of State (Bureau of Political-Military Affairs) | Chief of Staff | 2003–2006 | Government affairs; geopolitics perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dana Incorporated | Director | 2018–current | Not disclosed in proxy |
| Volvo Car AB | Director | 2021–current | Not disclosed in proxy |
| Tech and Energy Transition Corporation (SPAC) | Director | 2021–2023 | Not disclosed in proxy |
Board Governance
- Independence: Board determined O’Connell is independent under NYSE and ALB Corporate Governance Guidelines .
- Committee assignments: Executive Compensation & Talent Development; Sustainability, Safety & Public Policy .
- Attendance: Each director attended at least 86% of Board meetings in 2024; Exec Comp & Talent Development met 7 times (each member ≥86% attendance); Sustainability, Safety & Public Policy met 4 times (each member 100% attendance); all directors attended the 2024 Annual Meeting .
- Compensation governance: Compensation committee retains independent consultant (Farient Advisors), determined independent with no conflicts; no compensation committee interlocks or insider participation disclosed .
- Risk and sustainability oversight: Board maintains robust risk oversight via committees; Sustainability overseen quarterly by SSPP committee .
- Anti-hedging/pledging policies apply to directors; director ownership guidelines in place .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly; pro-rated for partial quarters; no meeting fees |
| Additional cash fees (if applicable) | $0 for O’Connell in 2024 | Chair fees apply only if chair; O’Connell not a chair |
| Annual equity retainer (restricted common stock) | $170,000 | Granted first trading day of July; number of shares = $170,000 / closing price, rounded to next 25 shares |
| 2024 director totals – Diarmuid B. O’Connell | Fees: $120,000; Stock awards: $170,468; Other: $0; Total: $290,468 | Grant date fair value per FASB ASC 718; no options outstanding |
Performance Compensation
- Director equity is time-based restricted common stock (not performance-based); annual grant vests the following July 1 or upon completion of term for directors not standing for re-election .
| Equity Grant Detail (Director) | Value/Units | Notes |
|---|---|---|
| Grant date | July 1, 2024 | Annual grant under 2023 Directors Plan |
| Shares granted (FY2024) | 1,750 shares | Calculated from $170,000 ÷ $97.41, rounded to next 25 shares |
| Closing price on grant date | $97.41 | Used for share calculation |
| Grant date fair value | $170,468 | Accounting fair value; may differ from realized |
| Vesting | July 1, 2025 (standard) | Or upon completion of term for non-standing directors |
As a member of the Executive Compensation & Talent Development Committee, O’Connell helps oversee management’s performance-based programs:
| Metric | Weight | Purpose |
|---|---|---|
| Adjusted EBITDA (AIP) | 45% (Enterprise roles) | Growth/efficiency driver |
| Adjusted Cash Flow from Operations (AIP) | 30% (Enterprise roles) | Cash generation focus |
| Stewardship (OSHA, process safety, environmental) (AIP) | 10% | Safety/environment goals |
| Individual performance (AIP) | 15% | Accountability |
| rTSR vs. peer group (PSUs) | 50% (LTI PSUs) | Shareholder value linkage; cap at 100% if negative TSR |
| Adjusted ROIC (PSUs) | 50% (LTI PSUs) | Capital efficiency |
Other Directorships & Interlocks
- Current public company boards: Dana Incorporated (2018–current); Volvo Car AB (2021–current). Prior: Tech and Energy Transition Corporation (2021–2023) .
- Compensation committee interlocks: None reported for the ALB Exec Comp & Talent Development Committee .
Expertise & Qualifications
- Relevant industry expertise: EV and energy storage, manufacturing/operations, marketing, government relations; competencies include technology capability, global markets, strategy, risk management per Board skills matrix .
- Audit committee financial expert designation: Not designated as an audit committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Phantom Shares |
|---|---|---|---|
| Diarmuid B. O’Connell | 9,191 | * (less than 1%) | — (none listed) |
| Ownership Policy | Requirement | Compliance |
|---|---|---|
| Director stock ownership guideline | 5x annual cash retainer | Each non-employee director was in compliance (subject to 5-year phase-in) as of March 12, 2025 |
| Anti-hedging/pledging | Prohibited for directors/employees | Policy in place |
No related person transactions involving directors/officers were presented since the beginning of 2024; none currently proposed .
Insider Trades
| Year | Form 4 Transactions | Notes |
|---|---|---|
| 2024 | Not disclosed in proxy; Section 16(a) filings believed compliant | For specific Form 4 details, refer to EDGAR; proxy confirms compliance but does not list trades |
Governance Assessment
- Strengths: Independent status; active committee roles in compensation and sustainability; attendance at ≥86% of Board meetings and full attendance in sustainability committee; robust ownership guidelines with compliance; anti-hedging/pledging policies; no related-party transactions; independent compensation consultant retained; say-on-pay support of 85.9% in 2024 indicates continued, albeit lower, investor backing .
- Potential conflicts: External board seats at Dana and Volvo Car AB are in adjacent end-markets to ALB’s energy storage customers; however, the Board affirmed independence and disclosed no related-party transactions, mitigating conflict concerns .
- Signals: Committee exercised negative discretion on AIP payouts to align pay with underlying performance; widened lithium price modifier ranges to reduce volatility’s impact; strong oversight of sustainability and risk through committees—supports governance quality .
- Red flags: None identified in filings—no interlocks, no pledging, no related-party transactions, adequate attendance, and compliance with ownership guidelines .