Gerald Steiner
ALBEMARLEAbout Gerald A. Steiner
Independent director at Albemarle (ALB) since 2013; age 64; currently chairs the Sustainability, Safety & Public Policy (SSPP) Committee and serves on Audit & Finance and Nominating & Governance. Background includes Executive Vice President, Sustainability & Corporate Affairs at Monsanto; co‑founder/CEO and Executive Chairman at CoverCress; Executive Chair at Pluton BioSciences; and principal of Alta Grow Consulting. Core credentials span renewable fuels/agriculture, government affairs, global strategy, and public policy stewardship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monsanto Company | EVP, Sustainability & Corporate Affairs; head of corporate strategy prior | 2003–2014 (EVP) | Led sustainability, corporate affairs, strategy; industry/government interface |
| CoverCress, Inc. | Co‑founder; CEO; Executive Chairman | CEO 2015–2021; Exec Chair 2021–2022 (acquired in 2022) | Developed new crop for renewable fuels; commercialization/exit |
| Alta Grow Consulting LLC | Founder/Manager | 2014–present | Advisory in ag/renewables; strategy/governance counsel |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pluton BioSciences | Executive Chair | 2023–present | Ag microbials; R&D/market development oversight |
| Ilumina Ventures | Advisor | 2023–present | Genomics/precision health; venture advisory |
| BIO (Food & Agriculture Section) | Chairman; Board Member | Chair 2012–2014; Board 2003–2014 | Policy leadership in ag biotech |
| The Keystone Center | Chairman; Board Member; Trustee Emeritus | Chair 2012–2013; Board 2014; Trustee Emeritus 2015–present | Multi‑stakeholder policy convenings |
| Field to Market | Co‑founder | Not disclosed | Agricultural sustainability collaboration |
| Stony Creek Colors | Executive Chairman | 2021–present | Plant‑based dyes; sustainability commercialization |
Board Governance
- Independence: The Board affirmed Steiner is independent under NYSE and Albemarle’s guidelines .
- Committee assignments: Chair, SSPP; Member, Audit & Finance; Member, Nominating & Governance .
- Board/committee attendance and engagement:
- Board: 7 meetings in 2024; each director attended ≥86% .
- Audit & Finance: 7 meetings; each member attended ≥86% .
- Nominating & Governance: 10 meetings; each member attended ≥90% .
- SSPP: 4 meetings; each member attended 100% .
- Executive sessions held regularly; presided by Lead Independent Director (James J. O’Brien) .
- Anti‑hedging/pledging policy applies to directors; clawbacks apply to annual and long‑term incentives (program‑wide governance signal) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly; no meeting fees |
| Committee chair fee (SSPP) | $15,000 | SSPP chair fee level |
| Total fees earned (2024) | $135,000 | Steiner’s cash compensation |
| Annual equity retainer | $170,000 | Restricted common stock, granted first trading day of July; vests the following July 1 or at term completion |
| 2024 stock award grant-date fair value | $170,468 | Each director received 1,750 shares on 7/1/2024 (ALB close $97.41; rounded to next 25-share increment) |
| Perquisites | Up to $4,000 matching gifts; training reimbursement; travel expenses; medical plan access ended effective 2025 | Program features for non‑employee directors |
| Director ownership guideline | 5x annual cash retainer; hold 50% of net shares until met | Compliance affirmed as of 3/12/2025 |
Performance Compensation
- Directors receive time‑based restricted stock; no director‑level performance metrics (e.g., PSU targets) are disclosed for non‑employee director equity grants. Equity vests per service terms; no meeting fees or performance modifiers apply at director level .
- Program governance avoids poor practices: no single‑trigger CIC vesting, no option repricing without shareholder approval, no tax gross‑ups (except standard relocation), no dividends on unvested RSUs/PSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (including ALB) | 1 (ALB only) |
| Current public company audit committees (including ALB) | 1 (Audit & Finance at ALB) |
| Compensation committee interlocks | None disclosed; no member of ALB’s Executive Compensation Committee had interlocks; no insider participation |
Expertise & Qualifications
- Renewable fuels/agriculture; government affairs; global business; strategy; sustainability stewardship .
- Board skills matrix indicates competencies in relevant industry, R&D/innovation, manufacturing/operations, global/emerging markets, risk management, strategy, public company governance; not designated as an audit committee financial expert .
Equity Ownership
| Holder | Beneficial Shares | Phantom Shares | % of Outstanding | Options/Unvested |
|---|---|---|---|---|
| Gerald A. Steiner | 8,250 | 10,357 | ~0.0070% (8,250 ÷ 117,650,568) | No unvested equity or options outstanding for non‑employee directors |
| Shares outstanding (record date) | 117,650,568 | — | — | — |
- Ownership guideline compliance: Each non‑employee director in compliance or within 5‑year phase‑in as of 3/12/2025 .
- Anti‑hedging/pledging policy in force for directors .
Governance Assessment
- Board effectiveness and oversight: Steiner’s chairmanship of SSPP aligns with Albemarle’s focus on sustainability, safety, and responsible sourcing; SSPP reports quarterly to the Board on sustainability matters, indicating active oversight and disclosure cadence .
- Independence and attendance: Independent status and strong attendance (Board ≥86%, N&G ≥90%, SSPP 100%) support governance quality and investor confidence .
- Compensation alignment: Director pay structure is straightforward (cash + time‑based equity), with no meeting fees and robust ownership guidelines (5x retainer, 50% net shares hold), indicating alignment and reduced pay‑risk .
- Conflicts/related parties: No related‑person transactions since the beginning of 2024; policy requires Audit & Finance approval for any such transactions over $120,000, mitigating conflict risk .
- Enterprise governance signals: Strong pay‑for‑performance philosophy at the company level (clawbacks; anti‑hedging/pledging; annual say‑on‑pay) with 85.9% say‑on‑pay approval in 2024; constructive shareholder engagement lends support to overall governance and board credibility .
Notes on Insider Trades
- Section 16(a) compliance: Based on Albemarle’s review, directors/officers were compliant with filing requirements in 2024 .
- No Form 4 transaction details are disclosed in the proxy; insider trade table omitted due to lack of disclosed transaction data in available sources. If needed, we can retrieve Form 4 data separately.
Committee Responsibilities Snapshot (for context)
- Sustainability, Safety & Public Policy (Chair: Steiner): Oversees safety goals, emergency response, product stewardship, responsible sourcing, public policy, human rights/indigenous peoples, philanthropy/political contributions .
- Audit & Finance: Financial reporting, internal controls, ERM, compliance, cybersecurity; Steiner is a member (committee meets 7x/year) .
- Nominating & Governance: Corporate governance procedures, director selection/compensation, annual Board evaluation (10 meetings; Steiner member) .