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James O'Brien

Lead Independent Director at ALBEMARLEALBEMARLE
Board

About James J. O’Brien

James J. O’Brien, age 70, is Albemarle’s Lead Independent Director (since 2020) and has served on the Board since 2012; he is independent under NYSE standards and the company’s guidelines . He chairs the Nominating & Governance Committee, sits on the Audit & Finance Committee as an SEC-defined audit committee financial expert, and serves on the Board’s Executive Committee (with the CEO) . O’Brien is the former Chairman & CEO of Ashland Inc. (2002–2014), and previously President of Valvoline (1995–2001), bringing deep chemicals, operations, finance, and governance expertise .

Past Roles

OrganizationRoleTenureCommittees/Impact
Ashland Inc.Chairman & Chief Executive Officer2002–2014Led a diversified energy/chemicals company, extensive P&L and governance experience
Ashland Inc.President & Chief Operating Officer2002Senior operating leadership within Ashland
Ashland Inc.Senior Vice President & Group Operating Officer2001–2002Group operations leadership
ValvolinePresident1995–2001Led global branded lubricants/services business (Ashland subsidiary)

External Roles

OrganizationRoleTenureCommittees/Impact
Eastman Chemical CompanyDirector2016–currentPublic company board experience in specialty chemicals
Humana Inc.Director2006–2023Long-tenured public company directorship (prior)

Board Governance

  • Independence and leadership
    • Independent director; Lead Independent Director since 2020 .
    • LID responsibilities include presiding over executive sessions, setting agendas for independent directors, coordinating board/committee evaluations and CEO evaluation with committee chairs, and liaising among independent directors and management .
  • Committee assignments and workload (2024)
    • Nominating & Governance (Chair): 10 meetings in 2024; each member attended ≥90% .
    • Audit & Finance (Member; Audit Committee Financial Expert): 7 meetings in 2024; each member attended ≥86% .
    • Executive Committee (Member): Executive Committee comprises O’Brien and the CEO .
  • Attendance and engagement
    • Each director attended ≥86% of Board meetings in 2024; all directors attended the 2024 Annual Meeting. O’Brien presided over executive sessions as LID .
  • Board composition and independence context
    • 9 of 10 directors independent; O’Brien listed among audit committee financial experts .

Fixed Compensation (Director)

ComponentAmount/TermsO’Brien 2024 Actual
Annual cash retainer$120,000 per non-employee director Included in total
Lead Independent Director fee$50,000 additional cash Included in total
Committee chair feesNominating & Governance Chair: $15,000; other chairs per policy Included in total
Meeting feesNone; no special meeting fees N/A
PerquisitesMatching Gifts up to $4,000; director medical access ended effective 2025; training/travel reimbursements per policy $3,000 “All Other” reflects matching gifts
2024 cash actually paid (fees)$185,000 (cash)
2024 total director comp$358,468 (cash, stock, other)

Performance Compensation (Director)

Equity VehicleGrant Policy2024 Grant DetailsVesting/Deferral
Restricted common stock (time-based)Annual equity retainer $170,000, granted first trading day of July; shares = retainer/closing price, rounded to next 25 shares On July 1, 2024, each non-employee director received 1,750 shares; O’Brien grant-date fair value $170,468 (closing price $97.41) Vests on July 1 of the following year (if service continues), or upon completion of term if not standing for re-election; directors may defer into phantom stock under the 2023 Directors Plan
Stock options / performance metricsNot part of director program (equity is time-based restricted stock; no performance metrics) N/ADeferral elections available; phantom shares receive dividend equivalents

Note: O’Brien’s 2024 compensation mix: Cash $185,000; Stock Awards $170,468; All Other $3,000 (matching gifts) .

Other Directorships & Interlocks

TypeDetail
Current public company boards (incl. ALB)2 for O’Brien (ALB and Eastman Chemical)
Prior public boardsHumana Inc. (2006–2023)
Compensation committee interlocksNone disclosed; no member of the Exec Comp & Talent Development Committee had interlocks, and O’Brien is not on that committee

Expertise & Qualifications

  • Chemical industry and corporate leadership: Former Ashland Chairman & CEO; Valvoline President .
  • Audit and financial acumen: Audit & Finance Committee member; Audit Committee Financial Expert under SEC rules .
  • Governance leadership: Chair, Nominating & Governance; Lead Independent Director with substantive responsibilities .
  • Board competencies matrix flags O’Brien for financial literacy, risk management, M&A, compliance/governance, strategy, and as an audit committee financial expert; current public boards count = 2 (incl. ALB) .

Equity Ownership

HolderBeneficial SharesPhantom Shares (no voting/investment power)% of Class
James J. O’Brien5,323 15,543 <1% (as indicated)
  • Director stock ownership guidelines: 5× annual cash retainer; directors must hold at least 50% of net shares until compliant; each non-employee director was in compliance (subject to five-year phase-in) as of Mar 12, 2025 .
  • Anti-hedging and pledging policies apply to directors; clawback policies cover incentive compensation .

Governance Assessment

  • Strengths and confidence signals
    • Robust independent leadership: O’Brien as LID chairs executive sessions, coordinates board/committee evaluations, and acts as liaison with management, enhancing oversight while the CEO serves as Board Chair .
    • Financial oversight depth: Audit Committee Financial Expert status and Audit & Finance membership support audit, ERM, and cybersecurity oversight .
    • Active governance role: Chairs Nominating & Governance (10 meetings; ≥90% attendance by members in 2024), reinforcing board refreshment, evaluations, and governance practices .
    • Alignment and ownership: Equity retainer, stringent ownership guidelines (5× retainer) with compliance reported, and anti-hedging/pledging policies reduce misalignment risks .
    • Clean conflicts profile: No related-party transactions since the beginning of 2024; no compensation committee interlocks disclosed .
  • Attendance and engagement
    • Board attendance at least 86% (each director), all directors attended 2024 annual meeting; O’Brien presided over executive sessions in 2024 .
  • Shareholder context
    • Say-on-Pay support at the 2024 meeting was ~85.9%—a constructive but watchful signal amid lithium-driven volatility; the Board highlights ongoing investor engagement and program adjustments by the Comp Committee .
  • Overall view: O’Brien’s long-tenured chemicals leadership, audit expertise, and LID role collectively support board effectiveness and investor confidence, with no disclosed conflicts or attendance red flags in 2024 .