Michelle Williams
CABOTAbout Michelle E. Williams
Independent director at Cabot Corporation (CBT) since 2023; age 63. Currently serves on the Safety, Health, Environment & Sustainability (SHE&S) Committee. Former Global Group President of Altuglas International (Arkema S.A. subsidiary) from 2015–2021, with deep experience in strategic planning, commercial/operational excellence, SH&E, innovation, and specialty materials. Also a director at Brady Corporation since 2019 and serves on the Advisory Committee for Polyvantis (Advent International portfolio company) since 2023 . Cabot’s Board confirms she is independent under NYSE-aligned standards (all non-management directors are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altuglas International (Arkema S.A. subsidiary) | Global Group President | 2015–2021 | Led PMMA specialty materials globally; experience in SH&E, innovation, and operational excellence . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brady Corporation (NYSE: BRC) | Director | 2019–present | Public company board; manufacturer of identification and workplace safety products . |
| Polyvantis (Advent International portfolio company) | Advisory Committee | 2023–present | Advisory role; indicates continued ties to specialty materials; private company . |
Board Governance
- Committee assignments: SHE&S Committee member; SHE&S met 4 times in fiscal 2024 and reviews SH&E performance, process safety, sustainability priorities, audit programs, environmental capex, and remediation .
- Independence: Cabot’s Governance Committee annually affirms independence; all non-management directors were independent in fiscal 2024 .
- Attendance and engagement: Board met 7 times in fiscal 2024. Each director attended at least 75% of aggregate Board and applicable Committee meetings; all directors attended the (virtual) 2024 Annual Meeting .
- Leadership structure: Non-Executive Chair (Michael M. Morrow); executive sessions of non-management directors are led by the Chair. If CEO became Chair, a Lead Independent Director would be appointed per guidelines .
- Related-party exposure: No related-person transactions exceeding $120,000 since the beginning of fiscal 2024; robust policy with Governance Committee oversight .
Fixed Compensation
Program terms for non-employee directors (effective Jan 1, 2024):
- Annual cash retainer: $95,000 .
- Chair fees: Audit $20,000; Compensation $20,000; SHE&S $15,000; Governance & Nominating $15,000 .
- Non-Executive Chair additional cash: $120,000 .
- No retirement/perquisites; reimbursement of reasonable expenses only .
Director-specific (FY2024):
| Component | FY2024 Amount (USD) |
|---|---|
| Fees Earned/Paid in Cash | $95,000 |
| Change in Deferred Comp Earnings | $1 |
| Total Cash + Deferred Earnings | $95,001 |
Performance Compensation
Program terms for non-employee directors:
- Equity retainer increased from $135,000 to $155,000 (approved Nov 2023) .
- 2024 grant: 2,035 shares per continuing director (grant date Jan 11, 2024; $76.13 close) under the 2015 Directors’ Stock Plan; Director Plan adopted Mar 7, 2024 .
- 2025 grant policy: 1,788 shares for directors whose terms continue after the 2025 Annual Meeting (Dr. Wolfgruber pro-rated 344) .
- Mandatory holding: must retain shares granted each year for at least 3 years or until earlier retirement; ownership guideline requires 5× annual cash retainer within 5 years of election .
Director-specific (FY2024 equity):
| Grant Date | Shares Granted | Grant-Date Price | Fair Value |
|---|---|---|---|
| Jan 11, 2024 | 2,035 | $76.13 | $154,925 |
| Deferral Election | — | — | 2024 stock award deferred under Director Deferral Plan |
Notes:
- Director equity is granted as shares (not RSUs/PSUs); directors are subject to a 3-year holding requirement and may defer share issuance; dividends and interest (Moody’s Corporate Bond Rate) apply to deferred accounts (5.88% rate used for 2024) .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|---|
| Brady Corporation | Public | None disclosed with Cabot’s directors/execs | Different industry adjacency; Cabot reports no related-party transactions in FY2024 . |
| Polyvantis (Advent portfolio) | Private | Advisory role | Governance Committee oversees related-person transactions; none reportable in FY2024 . |
Expertise & Qualifications
- Specialty chemicals and advanced materials leadership, SH&E oversight, commercial and operational excellence, innovation and new business development .
- Board-level sustainability focus via SHE&S Committee membership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michelle E. Williams | 4,478 | <1% | Deferred receipt under director deferral plan; deferred shares counted for guideline compliance . |
Ownership/Alignment:
- Director stock ownership guideline: 5× annual cash retainer ($95,000) targeted within 5 years from election; Williams elected in 2023 → guideline window through 2028 .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and LTI participants; short sales and certain derivatives are disallowed .
Governance Assessment
- Board effectiveness: Williams brings relevant specialty materials and SH&E expertise to Cabot’s SHE&S Committee, aligning with the Board’s focus on climate, sustainability, and industrial safety oversight; committee met 4× in FY2024 with targeted agenda on ESG, audits, capex and remediation .
- Independence and engagement: Affirmed independent; attended at least 75% of Board/Committee meetings; participated in a Board with 7 meetings in FY2024 and established executive sessions under a Non-Executive Chair—supports robust oversight .
- Pay and alignment: Mix skewed to equity ($154,925 stock vs. $95,000 cash) with mandated 3-year holding and 5× retainer ownership guideline—strong alignment; 2024 equity retainer was increased to keep competitiveness with peer benchmarking .
- Conflicts/related-party: No related-party transactions reported; rigorous policy and Governance Committee review framework in place—reduces conflict risk .
- Shareholder signals: Say-on-pay support at 98% in 2024 reflects investor confidence in Cabot’s compensation governance and performance alignment, indirectly supportive of board oversight credibility .
- RED FLAGS: None disclosed specific to Williams. Company-wide safeguards include prohibition on hedging/pledging, director equity holding requirements, independence affirmations, and absence of related-party transactions in FY2024 .