Samuel L. Smolik
Axalta Coating SystemsAbout Samuel L. Smolik
Independent director with deep EHS and operations credentials; Age 72; Axalta board tenure 8 years (joined September 2016). Bachelor’s degree in Chemical Engineering from The University of Texas at Austin. Current committee roles: Audit Committee member and Chair of the Environment, Health, Safety & Sustainability (EHS&S) Committee. Board independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LyondellBasell Industries | Senior Vice President – Americas Manufacturing; other senior roles | Not disclosed | Led large-scale petrochemical manufacturing operations and safety programs |
| Royal Dutch Shell | Vice President – Global Downstream Health, Safety, Security and Environment | Not disclosed | Global HSS&E oversight for downstream businesses |
| The Dow Chemical Company | Vice President, Global Environment, Health, Safety and Security; roles of increasing responsibility | Not disclosed | Corporate EHS&S leadership across geographies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FlyGuys, Inc. | Board of Directors | Not disclosed | Private company; aerial and reality data capture marketplace |
| University of Texas at Austin | Engineering Advisory Board | Not disclosed | Advisor to engineering programs |
| Antwerp International School Foundation | Chairman, Board of Directors | Not disclosed | Non-profit education governance |
| Ducks Unlimited, Inc. | Board of Directors | Not disclosed | Wetlands conservation; North America |
| Ducks Unlimited de Mexico | Board of Directors | Not disclosed | Wetlands conservation; Mexico |
| Evergreen Industrial Services | Former Board Member | Not disclosed | Industrial/environmental services (prior role) |
Board Governance
- Committee assignments: Audit Committee member (Smolik joined June 2024); EHS&S Committee Chair (appointed February 2017).
- Independence: Board determined all non-employee directors, including Smolik, are independent under NYSE standards.
- Attendance: Board held 5 meetings in 2024; all directors attended ≥75% of Board/committee meetings during their respective tenures in 2024. Board held 7 meetings in 2023; all directors attended ≥75% that year.
- Executive sessions: Independent directors meet regularly in executive sessions without management.
- Committee activity (2024): Audit (7 meetings); EHS&S (4 meetings).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly in arrears; no meeting fees |
| Committee chair fee (EHS&S) | $15,000 | “Other Committee Chair” category |
| Fees earned in cash (2024) | $90,000 | Smolik total cash for 2024 |
| Annual equity retainer (RSUs) | $200,000 | Grant date fair value; vests 100% on first anniversary |
| Stock awards (2024) | $199,979 | Grant date 28-Feb-2024; ASC 718 fair value |
| RSUs outstanding (FY2024 YE) | 6,157 | Aggregate awarded RSUs outstanding |
Performance Compensation
- Non-employee director compensation at Axalta is not performance-linked; equity is time-based RSUs vesting after 12 months; no options, PSUs, or bonus metrics disclosed for directors.
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Current public company boards | 0 | For Smolik, “Other Public Company Boards” shows zero |
| Compensation Committee interlocks (2024) | None | No relationships requiring Item 404 disclosure; no cross-board compensation interlocks |
Expertise & Qualifications
- Extensive experience in global operations and environmental, health, safety matters in oil and petrochemicals; leadership across multiple countries and cultures.
- Experience working with government agencies and NGOs; sustainable development and corporate social responsibility.
Equity Ownership
| Metric | Value | As-Of | Notes |
|---|---|---|---|
| Common shares beneficially owned | 60,641 | April 10, 2025 | Smolik’s beneficial ownership per proxy table |
| Percent of class | <1.0% | April 10, 2025 | Denoted by asterisk in ownership table |
| Common shares outstanding | 218,560,711 | April 10, 2025 | Company total shares outstanding |
| Director RSUs outstanding (FY2024 YE) | 6,157 | Dec 31, 2024 | Time-based RSUs outstanding for Smolik |
| Director stock ownership guideline | 5× annual cash retainer ($375,000) | Current policy | All directors comply or within grace period |
| Pledging/hedging policy | Prohibited | Current policy | Insider Trading Policy bans pledging, hedging, short sales |
Governance Assessment
- Effectiveness: Long-standing EHS&S Chair (since 2017) overseeing policies, performance, compliance, quality, and sustainability matters; role is material for operational and reputational risk oversight.
- Independence & engagement: Independent under NYSE rules; active on Audit (from June 2024); Board reports robust risk oversight and regular independent director executive sessions.
- Attendance: No individual shortfall disclosed; Board-level disclosure indicates ≥75% attendance in 2023 and 2024, and strong AGM participation (2024 AGM attendance by all then-current directors other than two named).
- Ownership alignment: Holds Axalta shares and RSUs; director ownership guideline at 5× retainer, with directors compliant or within grace period; pledging/hedging prohibited.
- Shareholder confidence: Smolik re-elected at 2025 AGM with 190,775,211 votes for vs. 679,250 withheld; Say-on-Pay for 2024 passed (189,602,022 for vs. 1,689,413 against).
- Conflicts/RED FLAGS: Company reports no related-person transactions >$120,000 since start of 2024; written related-party policy and Audit Committee pre-approval process in place. No tax gross-ups; equity plan prohibits option repricing; double-trigger vesting on Change-in-Control.
Overall signal: Smolik’s deep EHS&S background and long chair tenure support board oversight of operational/sustainability risks; absence of other public boards reduces interlock/conflict risk; stable, plain-vanilla director pay structure and policy prohibitions on pledging/hedging bolster alignment and investor confidence.