Carol Eicher
About Carol Eicher
Independent director since 2019 (age 66). Retired public-company executive with 35+ years of leadership in chemicals; former CEO of Innocor, Inc. (2014–2017) and senior roles at Dow, Rohm and Haas, Ashland, and DuPont. Designated audit committee financial expert; currently independent under Nasdaq rules. Current outside boards include Pinnacle West (PNW) and Tennant (TNC); prior boards include Arconic (ARNC) and Hexion.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innocor, Inc. | Chief Executive Officer | 2014–2017 | Led a private equity-backed portfolio company; CEO and Chair; led successful sale |
| Dow Chemical; Rohm and Haas; Ashland; DuPont | Senior management roles | Various years (not individually dated) | Extensive operations and governance experience in chemicals |
| Private equity portfolio company (name not disclosed) | CEO & Chair | Not disclosed | Led successful sale of company |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Pinnacle West Capital Corporation (NYSE: PNW) | Independent Director | Since 2024 | Audit Committee member |
| Tennant Company (NYSE: TNC) | Independent Director | Since 2008 | Chair, Governance; Member, Compensation; former Audit member |
| Arconic Corporation (NYSE: ARNC) | Independent Director | 2020–2023 | Governance Committee member |
| Hexion Holding Company | Independent Director | 2019–2022 | Chair, Governance Committee |
Board Governance
- Committee assignments (ARQ): Audit—Member; Compensation—Member; Nominating & Governance—Chair.
- Independence: Board determined Eicher is independent under Nasdaq standards; all 2024 Board committees comprised solely of independent directors.
- Financial expertise: Audit Committee determined Eicher is an “audit committee financial expert.”
- Attendance: Board (8 meetings), Audit (6), Compensation (5), Nominating & Governance (5); all incumbent directors attended at least 75% of their meetings in 2024. Five of eight directors attended the 2024 annual meeting.
- Risk oversight linkage: Audit Committee (where Eicher serves) oversees cybersecurity and financial controls; VP of IT briefs the committee quarterly.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual Retainer (cash portion) | $87,370 |
| Chair Retainer (Nominating & Governance) | $10,000 |
| Committee Member Retainers (Audit + Compensation) | $17,500 |
| Total Fees Earned or Paid in Cash | $114,870 |
| Restricted Stock Grant (fair value) | $70,795 (12,508 shares granted on 7/1/2024) |
| Total Director Compensation (2024) | $185,665 |
| Unvested Restricted Stock (as of 12/31/2024) | 6,254 shares |
Policy: Annual retainer $147,850, with at least 50% paid in restricted stock vesting quarterly; committee chair and membership retainers paid in cash.
Performance Compensation
Performance pay is not used for directors. As a Compensation Committee member, Eicher helps oversee performance-linked pay for executives:
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2024 STIP metrics and achievement: | Metric Category | Specific Measures | Notes | |---|---|---| | Financial | Adjusted EBITDA; Gross Margin; SG&A as % of revenue | STIP targets set March 2024; ~75% of STIP performance targets achieved for 2024 (payouts approved in early 2025) | | Operations | Overall Equipment Efficiency; Commissioning milestones | Committee evaluated outcomes early 2025 | | Safety | Total Recordable Incident Rate (TRIR) | Incorporated into 2024 STIP |
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STIP target opportunities (context): CEO 100% of base salary; COO/CTO 50%.
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2024 LTIP PSU design (three-year TSR vs peer group): | TSR Percentile Rank | Payout (% of target PSUs) | |---|---| | ≥30th percentile (Threshold) | 50% | | 50th percentile (Target) | 100% | | 65th percentile (Above Target) | 125% | | ≥90th percentile (Maximum) | 200% |
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Recent PSU vesting outcome (granted 2022; vested Feb 12, 2025): TSR at 45.26th percentile; payout 88.14%.
Other Directorships & Interlocks
| External Company | Nature of Relationship to ARQ | Interlock/Conflict Indicator |
|---|---|---|
| Pinnacle West (PNW) | Utility; no disclosed transactions with ARQ | None disclosed |
| Tennant (TNC) | Industrial equipment; no disclosed transactions with ARQ | None disclosed |
| Arconic (ARNC) | Aluminum products; tenure ended 2023 | None disclosed |
| Hexion Holding | Specialty chemicals; tenure ended 2022 | None disclosed |
Related-person transactions disclosed at ARQ involved director Jeremy Blank’s affiliate (CF Global) term loan and CEO participation in a 2024 equity offering; no related-party items involving Eicher were disclosed.
Expertise & Qualifications
- Chemical industry operating leadership (CEO Innocor; senior roles at Dow, Rohm and Haas, Ashland, DuPont).
- Governance leadership (Chair of Governance at Tennant and Hexion); audit committee financial expert designation at ARQ.
- Broad board experience across public and private companies (10+ years).
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of 4/7/2025) | 81,958 shares; <1% of outstanding |
| Unvested restricted stock (12/31/2024) | 6,254 shares |
| Options | None disclosed for directors |
Governance Assessment
- Alignment and independence: Eicher is independent, serves on all three key committees, and is designated an audit committee financial expert—supporting board effectiveness in oversight of financial reporting, compensation, and governance/sustainability.
- Engagement: Board and committee cadence was robust in 2024 (8/6/5/5 meetings); all incumbents met at least 75% attendance, indicating expected engagement standards were met.
- Compensation structure for directors: Balanced cash and equity with policy requiring at least 50% of annual retainer in restricted stock; 2024 grants vest in quarterly installments, which promotes ownership alignment.
- Executive pay oversight signals: STIP and LTIP designs emphasize multi-dimensional performance (financial, operational, safety) and relative TSR vs peer group; 2022 PSU payout at 88.14% suggests performance-linked rigor. Say-on-pay support in 2024 was ~84%, indicating acceptable shareholder sentiment.
- Conflicts/RED FLAGS: No related-party transactions disclosed involving Eicher; insider trading policy prohibits hedging by directors; no pledging disclosed. The notable related-person transaction in 2023–2024 involved another director’s affiliate (CF Global).
Overall: Eicher’s deep chemical operations and governance expertise, independent status, multi-committee service (including chairing Nominating & Governance), and director equity holdings support investor confidence and board effectiveness, with no direct conflict flags identified in ARQ’s latest proxy.