Michael Morrow
CABOTAbout Michael M. Morrow
Independent director and Cabot Corporation’s Non-Executive Chair since October 1, 2023; director since 2017. Age 69. Former PwC audit partner (1986–2016) and PwC consultant (2016–2017), with deep credentials in accounting, financial reporting, risk management, and cybersecurity; current Chair of the Financial Accounting Standards Advisory Committee (FASAC) to the FASB (Chair since 2020; member since 2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Audit Partner; Lead Director of PwC’s U.S. Board of Partners | 1986–2016 | Oversaw audit engagements including cybersecurity risk assessments; leadership/governance roles |
| PricewaterhouseCoopers (PwC) | Consultant | 2016–2017 | Advisory role post-retirement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Financial Accounting Standards Advisory Committee (FASAC) | Chair; Member | Chair since 2020; Member since 2019–present | Advisory body to FASB; underscores accounting/financial reporting expertise |
| Wake Forest University School of Business | Board of Visitors | 2011–2017 | External advisory role |
| University of Rhode Island School of Business | Business Advisory Council | 2010–2015 | External advisory role |
Board Governance
| Committee/Role | FY2024 Meetings | Responsibilities/Notes |
|---|---|---|
| Governance & Nominating Committee — Chair | 6 | Develop governance policies, director nominations, committee assignments, board performance review, director compensation, related-person transaction determinations, CEO succession assistance |
| Executive Committee — Chair | 0 | Acts between Board meetings to review/approve corporate actions (reported to full Board) |
| Non-Executive Chair of the Board | — | Presides over Board/stockholder meetings and executive sessions; sets agendas with CEO; ex-officio on committees; leads board performance review; succession planning; stockholder engagement |
- Independence: The Board concluded all non-management directors (including Morrow) were independent in FY2024 per NYSE standards .
- Attendance: Each director attended ≥75% of aggregate Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Term and nomination: Standing for election to class expiring 2028; majority vote standard (votes “for” exceed “against”) .
- Board composition transition: Upon another director’s retirement, Board expected to have 11 members post-2025 Annual Meeting .
Fixed Compensation
| Item (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $220,000 |
| Stock Awards (grant-date fair value) | $154,925 |
| Change in Pension Value & Deferred Comp Earnings | $215 |
| Total | $375,140 |
Director Compensation Program (effective Jan 1, 2024):
- Annual cash retainer: $95,000
- Committee chair fees: Audit $20,000; Compensation $20,000; SHE&S $15,000; Governance & Nominating $15,000
- Non-Executive Chair of the Board fee: $120,000
- Annual equity retainer: $155,000 grant-value; 2024 grants made January 11, 2024 (2,035 shares at $76.13)
- 2025 director grants: $155,000 grant-value (1,788 shares); pro-rata where applicable
- Meridian advised the director compensation review in November 2023; peer data aligned with executive compensation peer group
Performance Compensation
Directors do not receive performance-based pay; equity is granted as fixed-value annual share awards under the Director Plan (time-based, not tied to metrics) .
| Performance Metric | Target | Outcome | Notes |
|---|---|---|---|
| Performance-based director compensation | None disclosed | N/A | Director equity awards are fixed-value annual share grants (not PSUs/options for directors) |
Deferred Compensation Elections:
- Morrow elected to defer 2024 stock award under the Non-Employee Directors’ Deferral Plan; 2024 plan crediting interest rate 5.88% (Moody’s Corporate Bond Rate, November prior year) .
Other Directorships & Interlocks
| Company | Role | Type | Tenure | Notes |
|---|---|---|---|---|
| None disclosed in Cabot’s proxy | — | Public company board | — | Cabot’s disclosure lists FASAC and academic advisory roles; no current public company directorships disclosed for Morrow |
Expertise & Qualifications
- Audit and financial reporting expertise; recognized “audit committee financial expert” while serving on Audit Committee through Oct 1, 2023 .
- Risk management and cybersecurity oversight experience from PwC audit leadership .
- Governance leadership as Non-Executive Chair and Governance Committee Chair, including board evaluations, succession, and stockholder engagement .
Equity Ownership
| Name | Total Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Michael M. Morrow | 20,004 | <1% | Includes 18,004 shares deferred under Cabot deferred compensation plans |
- Ownership percentage calculation based on 54,221,416 shares outstanding as of January 15, 2025 .
- Director stock ownership guidelines: Non-employee directors must own equity equal to 5x annual cash retainer; shares granted must be held ≥3 years or until earlier retirement; deferred shares count toward compliance .
- Hedging/pledging: Prohibited for directors (no short sales, derivatives, margin accounts, or pledging Cabot stock) .
Governance Assessment
- Strengths: Independent Non-Executive Chair structure and robust Chair responsibilities; active Governance Committee (6 meetings) chaired by Morrow; formal related-party transaction review and no related-person transactions in FY2024; director ownership guidelines and anti-hedging/pledging policy; high say-on-pay support (98% in 2024) indicating investor alignment .
- Alignment signals: Morrow’s deferral of equity award and meaningful, though <1%, beneficial ownership reflect longer-term orientation; equity retainer standardized across directors .
- Potential risks: Concentration of board leadership (Non-Executive Chair plus chairing two committees) may centralize agenda control; mitigation includes independence standards, ex-officio nature on committees, and majority-independent Board .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance; each director met ≥75% attendance; Executive Committee held no meetings in FY2024, consistent with limited between-meeting actions .