Frank Wilson
CABOTAbout Frank A. Wilson
Independent director since 2018; age 66. Former Senior Vice President and CFO of PerkinElmer (2009–2018) and finance/business development/investor relations leadership roles at Danaher (1997–2009). Currently Audit Committee Chair and member of the Governance & Nominating Committee; recognized as an “audit committee financial expert” under SEC rules, with credentials in strategic planning, investor relations, cybersecurity, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PerkinElmer, Inc. | Senior Vice President & Chief Financial Officer | 2009–2018 | Led finance, investor relations; extensive public company financial stewardship |
| Danaher Corporation | Finance, BD & IR leadership | 1997–2009 | Strategic planning, M&A and investor engagement across life sciences/industrial businesses |
| Sparton Corporation | Director | 2015–2018 | Board oversight for electromechanical manufacturing services |
| Astor Place Holdings (Select Equity Group) | Senior Advisor; Interim CEO (Douglas Electrical Components) | 2018–present; Interim CEO Jun–Nov 2023 | Operational leadership; portfolio governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alkermes plc | Director | 2019–present | Biopharma board oversight |
| Novanta, Inc. | Director | 2021–present | Medical/industrial technology governance |
Board Governance
- Committee assignments: Audit Committee Chair; Governance & Nominating Committee member; Executive Committee member. Audit met 10 times in FY2024; Governance met 6 times; Executive Committee met 0 times .
- Independence: All Audit, Governance, SHE&S, and Compensation committee members are NYSE “independent”; Cabot’s Board concluded all non-management directors were independent in FY2024 .
- Attendance: Board met 7 times; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting (virtual) .
- Financial expertise: Wilson designated “audit committee financial expert” under SEC rules; Audit Committee comprised of 3 independent directors .
- Risk oversight: Audit Committee focuses on financial risk exposures and ERM processes; holds executive sessions with Deloitte and senior finance/legal leadership .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $95,000 | Paid quarterly; pro-rated for changes |
| Audit Committee Chair Fee | $20,000 | Effective Jan 1, 2024 |
| Governance & Nominating Chair Fee | $15,000 | Not applicable to Wilson (member, not chair) |
| Non-Executive Chair of Board | $120,000 | Applies to Chair (M. Morrow), not Wilson |
Director compensation (FY2024) — Wilson:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Change in Pension Value & Nonqualified Deferred Comp Earnings ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Frank A. Wilson | 115,000 | 154,925 | 168 | — | 270,093 |
Additional structural policies:
- No retirement benefits or perquisites for non-employee directors; travel expenses reimbursed .
- Deferred Compensation Plan allows deferral of cash and stock; 2024 Moody’s Corporate Bond Rate 5.88% for interest on deferrals; Wilson elected to defer his 2024 stock award .
Performance Compensation (Director)
- Annual equity grants are fixed-value stock awards (not PSUs/options for directors). For 2024, grant-date value $155,000 (2,035 shares) on Jan 11, 2024 at $76.13; pro-rated awards upon mid-year appointment. For 2025, directors continuing after the Annual Meeting received $155,000 (1,788 shares); Dr. Wolfgruber received 344 shares pro-rated .
- No director performance metrics (e.g., revenue/EPS/TSR) tied to director equity; awards are time-based shares with mandatory 3-year holding period or until earlier retirement .
Other Directorships & Interlocks
| Company | Relationship to Cabot | Potential Interlock/Conflict |
|---|---|---|
| Alkermes | External board | No related-person transactions disclosed; independence affirmed |
| Novanta | External board | No related-person transactions disclosed; independence affirmed |
| Sparton (past) | External board | Historical; no current conflict disclosed |
- Related party oversight: Governance Committee administers Related Person Transaction Policy (threshold >$120,000; robust pre-approval criteria). Cabot reports no related-person transactions since start of FY2024 .
Expertise & Qualifications
- Financial executive background (PerkinElmer CFO; Danaher finance/BD/IR). Audit committee financial expert; financially literate under NYSE rules. Skills include strategic planning, investor relations, cybersecurity/information systems risk management .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Notes |
|---|---|---|---|
| Frank A. Wilson | 16,254 | <1% | Shares include deferred receipt under Cabot deferred compensation plans |
- Shares outstanding used in calculations: 54,221,416 as of Jan 15, 2025 .
- Stock ownership guidelines: Non-employee directors must hold equity equal to 5x annual cash retainer ($95,000), expected within 5 years; deferred shares count toward compliance; mandatory 3-year holding period on granted shares .
Insider trades
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| Jan 14, 2025 | Form 4 | Reported deferred receipt of director shares under Non-Employee Directors’ Deferral Plan | |
| Jan 13, 2023 | Form 4 | Reported deferred receipt of director shares under deferral plan |
Governance Assessment
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Strengths signalling investor confidence:
- Independent audit chair with SEC “financial expert” designation; active audit oversight (10 meetings; executive sessions with Deloitte and senior finance/legal) .
- Independence affirmed; no related-person transactions in FY2024; prohibitions on hedging/pledging for directors and LTI participants .
- Director equity alignment: 5x retainer ownership requirement; deferrals allowed; mandatory 3-year holding period on share grants .
- Shareholder support: Say-on-pay approvals were 98% in 2024 and 96.19% in 2023, indicating strong governance/compensation alignment perceptions .
-
Potential watch items:
- Workload/overboarding: Wilson serves on Cabot, Alkermes, Novanta boards plus advisory duties; Board maintains overboarding policy in Corporate Governance Guidelines, but no concerns disclosed by Cabot .
- Committee time commitments are significant (Audit 10 meetings; Governance 6), but Wilson’s attendance met minimum thresholds; personal attendance rates beyond 75% are not individually disclosed .
Compensation Structure Analysis (Directors)
- Year-over-year director program changes effective Jan 1, 2024: increased annual equity retainer from $135,000 to $155,000; increased Compensation Committee Chair fee from $15,000 to $20,000; Audit Chair fee is $20,000; Governance Chair $15,000; Non-Executive Chair $120,000 .
- External benchmarking: Governance Committee used Meridian and the same peer group as executive compensation to calibrate director pay competitiveness .
- No perquisites/retirement benefits; only travel reimbursements; directors may defer compensation into phantom stock units or interest-bearing accounts (Moody’s Corporate Bond Rate 5.88% for 2024) .
Say-On-Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval (%) | Source |
|---|---|---|
| 2023 | 96.19% | 2024 Proxy |
| 2024 | 98% | 2025 Proxy |
Cabot engages in ongoing shareholder outreach; Board and committee chairs are accessible via the website; strong approvals led to no structural changes in executive compensation programs .
Committee Detail (Wilson)
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 10 | SEC “financial expert”; independent; executive sessions with auditor and management |
| Governance & Nominating | Member | 6 | Oversees governance, director nominations, related party reviews, CEO succession |
| Executive Committee | Member | 0 | Acts between Board meetings when needed |
Related Party Transactions & Policies
- Governance Committee administers rigorous related person transaction policy (>$120,000 threshold, independence and fair-market checks); Chair may pre-approve < $500,000. No such transactions reported since the beginning of FY2024 .
Director Compensation Policy Details
| Element | 2024 Terms | 2025 Terms | Notes |
|---|---|---|---|
| Annual stock grant | $155,000; 2,035 shares at $76.13 (Jan 11, 2024) | $155,000; 1,788 shares for continuing directors; Dr. Wolfgruber 344 shares pro-rated | Mandatory 3-year holding period; deferred shares count toward ownership |
| Plan transition | 2015 Directors’ Stock Plan ceased Mar 7, 2024; 2024 Non-Employee Director Plan approved | Director awards continue under 2024 Director Plan | Shares available under Director Plan were 330,960 as of Jan 15, 2025 |
Equity Plan Overhang (Context)
- As of Nov 30, 2024: total shares subject to outstanding awards 2,218,995 (4.07% of outstanding); shares available under 2017 employee plan 2,273,064 (4.17%); Director Plan shares available 349,184 (0.64%); proposed 2025 employee plan reserve 1,400,000 (2.57%) .
Governance Signals & RED FLAGS
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricing, excise tax gross‑ups, or low say‑on‑pay outcomes .
- Positive signals: Independent audit chair with deep CFO background; strong committee activity; equity alignment via ownership guidelines and mandatory holding periods; strong shareholder support for compensation; explicit prohibitions on hedging/pledging .