Douglas Del Grosso
CABOTAbout Douglas G. Del Grosso
Independent director of Cabot Corporation (“CBT”) since 2020; age 63; term of office expires in 2027; member of the Compensation Committee. Del Grosso is a seasoned automotive operator and former CEO (Adient plc) with extensive global manufacturing, operations, and risk management experience across seating, chassis/powertrain, sealing/anti-vibration, and Tier-1 supplier contexts, bringing strategic planning and SH&E-aligned operational rigor to Cabot’s board work . All non-management directors at Cabot (including Del Grosso) are independent under NYSE standards and all Compensation Committee members are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adient plc | President, CEO & Director | 2018–Dec 2023 | Led global automotive seating manufacturer; CEO experience strengthens board oversight of human capital, operations, and pay-for-performance alignment . |
| Chassix Holdings, Inc. | President & COO | 2016–2018 | Operational leadership in chassis/brake/powertrain components; relevant to asset-intensive margin management . |
| Henniges Automotive | President & CEO | 2012–2015 | Led sealing systems and anti‑vibration supplier; safety and process excellence background . |
| TRW Automotive | Vice President & General Manager | 2007–2012 | Oversight of systems/modules; contract negotiation and pass-through pricing experience . |
| Lear Corporation | President & COO | 2005–2007 | Tier-1 operator across seating/electrical distribution, informing supply-chain and capital efficiency . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pangea Corporation | Director | Feb 2024–present | Global automotive leather supplier; private company board . |
| Committee for Economic Development of The Conference Board | Trustee | 2022–present | Policy/competitiveness engagement; non-profit . |
Board Governance
- Committee assignments: Compensation Committee member; the committee met 4 times with one action by written consent in FY2024; chair role held by Matthias L. Wolfgruber (retiring at 2025 AGM), with members William C. Kirby and Christine Y. Yan .
- Independence and engagement: All members of key committees (Audit, Governance & Nominating, SHE&S, Compensation) are independent; full board met seven times in FY2024; each director attended at least 75% of aggregate board/committee meetings and attended the 2024 virtual annual meeting .
- Compensation oversight signals: Committee uses independent consultant (Meridian), assessed pay practices (no conflicts), and maintains clawback/recoupment policies; Cabot’s say‑on‑pay passed with 98% approval in 2024—an investor confidence indicator for compensation governance .
- Risk oversight: Compensation programs reviewed for excessive risk—committee concluded programs do not pose material adverse risk; board’s related‑party transaction policy administered by Governance Committee; no related‑person transactions >$120,000 since start of FY2024 .
Fixed Compensation (Director)
| Component | FY2024 Amount |
|---|---|
| Cash retainer | $95,000 |
| Stock award (grant-date fair value) | $154,925 |
| Change in deferred comp interest (above-market) | $86 |
| Total | $250,011 |
- Program structure: For non‑employee directors, annual cash + common stock; cash components include $95,000 retainer (with additional chair fees not applicable to Del Grosso), and equity retainer increased to $155,000 effective Jan 1, 2024; equity grants are shares of CBT common stock under director plans (no options/PSUs) .
- 2024 grants: Annual director grant in Jan 2024 targeted $155,000 (2,035 shares) at $76.13; a mid‑year pro‑rated grant for a new director used $94.99; 2025 grants targeted $155,000 (1,788 shares) with pro‑rations as applicable (program-wide disclosure) .
Performance Compensation
- Not applicable to non‑employee directors: Director equity awards are service‑based grants of common stock (no PSUs, no performance metrics, no stock options) .
- Company‑wide policies reinforce alignment: clawback (Dodd‑Frank compliant), recoupment, hedging/pledging prohibitions, and ownership guidelines .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Pangea Corporation | Private supplier (automotive leather) | Director | No Cabot-related transactions disclosed; Cabot reported no related‑person transactions >$120k since FY2024 inception . |
| Committee for Economic Development (CED) | Non‑profit | Trustee | Governance/policy role; no Cabot transaction link disclosed . |
Expertise & Qualifications
- Global operational leadership in asset‑intensive automotive manufacturing, contract structures (pass‑through pricing), and SH&E aligned production—relevant to Cabot’s capital discipline and manufacturing excellence .
- Strategic planning and risk management across multi‑segment Tier‑1 suppliers; supports Compensation Committee’s pay‑for‑performance alignment and talent oversight .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Douglas G. Del Grosso | 12,781 | <1% | Includes 9,139 shares deferred under Cabot deferred compensation plans . |
- Director ownership guidelines: Non‑employee directors must hold equity equal to 5x annual cash retainer, with a three‑year holding period on granted shares; deferred shares count toward guideline; compliance evaluated over five years from board entry (individual compliance status not disclosed) .
- Deferred compensation elections: Directors may defer cash compensation (phantom stock or Moody’s Corporate Bond Rate interest, 5.88% in 2024) and stock awards into phantom units; Del Grosso deferred his 2024 stock award .
Governance Assessment
- Strengths: Clear independence; consistent meeting attendance; active role on Compensation Committee with robust use of independent consultant and formal clawback/recoupment; strong shareholder support for pay; prohibitions on hedging/pledging enhance alignment; no related‑party transactions identified—positive for investor confidence .
- Alignment: Director equity retainer and mandatory ownership guidelines align incentives; deferral into phantom stock maintains exposure to share price performance while supporting tax/estate planning .
- Watch items: Compensation Committee chair transition risk as Wolfgruber retires at 2025 AGM; board should maintain continuity in pay philosophy and consultant oversight to preserve say‑on‑pay momentum .
- RED FLAGS: None disclosed—no Form 4 issues noted in proxy, no related‑party transactions, no pledging/hedging permitted, and attendance thresholds met .