Cynthia Arnold
CABOTAbout Cynthia A. Arnold
Independent director of Cabot Corporation since 2018; age 66; serves on the Safety, Health, Environment & Sustainability (SHE&S) Committee. Prior roles include Chief Technology Officer at Valspar (2011–2017) and Sun Chemical (2004–2010), with deep specialty chemicals technology and innovation experience; she is described as having global experience across relevant value chains for Cabot’s markets . In the prior proxy, her earlier career included Vice President, Coatings/Adhesives/Specialty Chemicals Technology at Eastman Chemical (2003–2004) . The Board considers her independent under NYSE standards (all non-management directors are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Valspar Corporation | Chief Technology Officer | 2011–2017 | Led technology/innovation in paints & coatings; specialty materials expertise |
| Sun Chemical Corporation | Chief Technology Officer | 2004–2010 | Oversaw inks/coatings/pigments technology across global operations |
| Eastman Chemical Company | VP, Coatings/Adhesives/Specialty Chemicals Technology | 2003–2004 | Technology leadership in specialty chemicals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fluence | Director (public company) | Oct 2021–present | Energy storage products/services; renewables and storage software |
| Avantium N.V. | Supervisory Board Member (public company) | 2020–2022 | Renewable chemistry technology |
| Milliken & Company | Director (private company) | 2018–present | Specialty chemicals/performance materials/textiles |
| Citrine Informatics | Director (private company) | 2018–present | AI/ML for chemical/material companies |
Board Governance
- Committee assignments: Member, SHE&S Committee; the committee met four times in fiscal 2024 and oversees SH&E programs, sustainability performance, process safety, environmental remediation, and climate-related priorities .
- Independence: All non-management directors (including Dr. Arnold) are independent under Board guidelines aligned to NYSE standards; Board annually reviews independence and found no material relationships for non-management directors in fiscal 2024 .
- Attendance and engagement: During fiscal 2024, each director attended at least 75% of total Board and committee meetings; all directors attended the virtual annual meeting . The Board met seven times in fiscal 2024 and holds director continuing education, including sustainability topics .
- Chair roles: Dr. Arnold is not a committee chair; SHE&S Chair is Juan Enriquez .
- Governance policies: Corporate Governance Guidelines address director overboarding, independence, committee operations, stock ownership requirements, and do not provide retirement/perquisites for non-employee directors (expenses reimbursed) .
Fixed Compensation
| Component | Fiscal 2024 Amount | Program Terms |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-employee director retainer is $95,000 (effective Jan 1, 2024) |
| Committee chair fees | N/A (not a chair) | Audit Chair $20,000; Compensation Chair $20,000; SHE&S Chair $15,000; Governance Chair $15,000 |
| Non-Executive Chair fee | N/A | Non-Executive Chair $120,000 |
| Meeting fees | None disclosed | Directors reimbursed for travel/out-of-pocket; no retirement/perks |
| Deferred comp (interest) | $26 (above-market earnings component) | Deferred Compensation Plan allows deferral of cash/stock; interest credited at Moody’s Corporate Bond Rate (5.88% in 2024) |
Performance Compensation
| Equity Award | Fiscal Year | Grant Detail | Value/Units |
|---|---|---|---|
| Annual stock grant | 2024 | 2,035 shares granted Jan 11, 2024; closing price $76.13; Dr. Arnold’s fiscal 2024 stock award grant-date fair value $154,925 | $154,925; 2,035 shares |
| Annual stock grant | 2025 | Continuing non-employee directors received 1,788 shares for 2025 (grant-date value targeted at $155,000) | 1,788 shares (value as close as possible to $155,000) |
| 2024 deferral election (stock) | 2024 | Dr. Arnold did not elect to defer 2024 stock award (list of those who deferred does not include her) | Not deferred |
- Stock ownership alignment: Non-employee directors must hold Cabot equity equal to 5× the annual cash retainer, generally within five years; each annual grant must be retained for at least three years or until retirement; deferred shares count toward ownership .
- No options/PSUs for directors: Director equity is time-based common stock under the 2024 Non-Employee Director Plan; no performance metrics tied to director compensation are disclosed .
Other Directorships & Interlocks
| Company | Relationship to CBT | Potential Interlock/Conflict |
|---|---|---|
| Fluence (Director) | Energy storage; no CBT related-party transactions disclosed | No related-party transactions with CBT since beginning of fiscal 2024 |
| Avantium N.V. (Supervisory Board 2020–2022) | Renewable chemistry; prior role | No related-party transactions disclosed |
| Milliken & Company (Director) | Specialty chemicals/performance materials (private) | No related-party transactions disclosed |
| Citrine Informatics (Director) | AI/ML software for chemicals/materials (private) | No related-party transactions disclosed |
Related person transactions policy covers transactions ≥$120,000; Governance Committee oversight; none reported for fiscal 2024 .
Expertise & Qualifications
- Specialty chemicals technology and innovation expertise; knowledge of Cabot’s value chains and markets; global experience .
- Experience in leadership of complex industrial R&D and product development at Valspar and Sun Chemical .
- Qualifications complement SHE&S oversight (safety/health/environment/sustainability) .
Equity Ownership
| Holder | Total Shares | Breakdown | Percent of Class |
|---|---|---|---|
| Cynthia A. Arnold (as of Jan 15, 2025) | 17,322 | Includes 5,896 deferred shares | * (<1%) |
| Cynthia A. Arnold (as of Jan 16, 2024) | 15,534 | Includes 4,108 deferred shares | * (<1%) |
Notes: Calculation based on 54,221,416 shares outstanding (Jan 15, 2025) and 55,429,217 shares outstanding (Jan 16, 2024); “*” indicates less than one percent .
Governance Assessment
- Independence and attendance: Independent director; met Board attendance thresholds; engaged in SHE&S oversight with four meetings in fiscal 2024; attended the annual meeting .
- Pay mix/ownership alignment: Balanced cash ($95k) and equity ($154,925 in fiscal 2024); mandatory 3-year holding and 5× retainer ownership guideline support long-term alignment .
- Conflicts and related-party exposure: No related-person transactions reported since the beginning of fiscal 2024; Governance Committee oversees a robust related-person policy .
- Hedging/pledging: Prohibited for directors and LTI participants; short sales/derivatives/margin/pledging not permitted .
- Shareholder confidence signals: Say-on-pay approvals indicate strong investor support—98% approval at the 2024 annual meeting; 96.19% in 2023—suggesting confidence in compensation governance and oversight environment in which Dr. Arnold serves .
- Committee effectiveness: SHE&S Committee focuses on occupational safety, environmental compliance, climate change, and sustainability metrics; reviews performance and capital plans; aligns with Dr. Arnold’s technical background .
Director Compensation Detail (Fiscal 2024, from Proxy Table)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Change in Pension Value and Nonqualified Deferred Comp Earnings ($) | Total ($) |
|---|---|---|---|---|
| Cynthia A. Arnold | 95,000 | 154,925 | 26 | 249,951 |
Say-on-Pay Votes
| Year | Approval % |
|---|---|
| 2023 | 96.19% |
| 2024 | 98% |
Board Activity Context
| Item | Fiscal 2024 |
|---|---|
| Board meetings | 7 |
| SHE&S Committee meetings | 4 |
| Director attendance threshold | ≥75% of Board and committee meetings for each director; all attended annual meeting |
Policy References
- Director equity plan and grants: Transition from 2015 Directors’ Stock Plan to 2024 Non-Employee Director Plan; equity retainer increased to $155,000 effective Jan 1, 2024; cash retainer $95,000; chair fees per committee; Non-Executive Chair $120,000 .
- Deferred Compensation Plan: Cash and stock deferrals permitted; interest credited at Moody’s Corporate Bond Rate (5.88% in 2024); dividend equivalents accrue on deferred shares .
- Stock ownership guidelines: 5× cash retainer; 3-year holding period per grant; deferred shares count toward ownership .
RED FLAGS
- No hedging/pledging permitted; no related-party transactions disclosed; no meeting fee practices; director compensation structure appears standard—no evident red flags in the disclosures .