Raffiq Nathoo
CABOTAbout Raffiq Nathoo
Independent director of Cabot Corporation since 2022; age 58; term expires in 2026. Serves on the Audit Committee; designated “financially literate” under NYSE rules. Background includes Managing Partner at Tx3 Sage Rock (since 2019), Executive‑in‑Residence at New Mountain Capital (2015–2017), and senior leadership roles at Blackstone (1991–2014), bringing international finance, capital markets, M&A, and risk management expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone | Senior Managing Director; previously Managing Director and other positions | 1991–2014 | Led investing and M&A; international capital markets expertise |
| New Mountain Capital | Executive‑in‑Residence | 2015–2017 | Strategic advisory to portfolio investments |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Tx3 Sage Rock (private investment firm) | Managing Partner | 2019–present |
| IREX (global development and education organization) | Director | 2020–present |
Board Governance
- Committee assignments: Audit Committee member (Audit Committee members: Frank A. Wilson—Chair; Raffiq Nathoo; Thierry Vanlancker) .
- Independence: All Audit Committee members are independent; Cabot’s board determined no material relationships for non‑management directors in FY2024. Nathoo is independent .
- Financial expertise: Audit Committee financial experts are Wilson and Vanlancker; Nathoo is “financially literate” under NYSE rules .
- Attendance: Each director attended at least 75% of aggregate board and committee meetings during FY2024. Board met seven times; Audit Committee held ten meetings in FY2024 .
- Board leadership: Non‑Executive Chair structure with independent chair; executive sessions led by the chair .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly; no per‑meeting fees disclosed |
| Committee chair fees | $0 | Audit Chair fee applies to chair only ($20,000) |
| Committee membership fees | Not disclosed | Program lists chair retainers, not membership fees |
| Other cash | Deferred election applies | Nathoo elected to defer 2023 and 2024 cash comp into phantom stock units |
Performance Compensation
| Grant Year | Grant Date | Instrument | Shares/Options | Grant‑Date Fair Value (USD) | Notes |
|---|---|---|---|---|---|
| 2024 | Jan 11, 2024 | Annual director stock grant | 2,035 shares | $154,925 (2,035 × $76.13) | Deferred into phantom stock units |
| 2025 | 2025 (date not specified) | Annual director stock grant | 1,788 shares | Target grant value $155,000 | For directors continuing after 2025 meeting |
- Director equity program changes: Equity retainer increased from $135,000 to $155,000 effective Jan 1, 2024; Audit Chair cash retainer increased to $20,000 .
- Deferrals: Directors may defer cash and stock; Nathoo deferred both his 2024 cash and stock awards. Deferred cash can accrue at Moody’s Corporate Bond Rate or as phantom stock; 2024 interest rate 5.88% (above‑market interest reported for each director where applicable) .
Other Directorships & Interlocks
| Category | Entity | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards | None disclosed | — | None disclosed |
| Non‑profit | IREX | Director | No related‑party transactions reported |
| Private | Tx3 Sage Rock | Managing Partner | No related‑party transactions reported; policy requires review of any >$120,000 transactions |
- Related‑party transactions: None involving directors/executives over $120,000 since the beginning of FY2024; governance policy sets thresholds and review procedures via the Governance Committee .
Expertise & Qualifications
- International finance and capital markets; senior M&A and investing experience (Blackstone; New Mountain Capital) .
- Strategic planning and risk management; audit committee financial literacy .
- Board‑level experience in development/non‑profit sector (IREX) .
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | Notes |
|---|---|---|---|
| Raffiq Nathoo | 6,968 | <1% (*) | Shares deferred under Cabot’s deferred compensation plans |
- Director stock ownership guideline: Required to hold equity equal to 5× the annual cash retainer; expected to meet within five years from first election (for Nathoo, by 2027). Directors must retain granted shares for at least three years or until earlier retirement .
- Hedging/pledging: Prohibited for directors and LTI participants (short sales, derivatives; margin/pledging) .
Governance Assessment
- Board effectiveness: Active Audit Committee with ten meetings in FY2024; Nathoo adds capital markets and M&A depth; financially literate under NYSE standards, though not designated as “audit committee financial expert” (Cabot has other audit financial experts on committee) .
- Alignment and incentives: Mix of cash ($95k) and equity (~$155k), with Nathoo’s deferrals increasing alignment via phantom stock exposure; mandatory ownership guidelines further support long‑term alignment .
- Independence and engagement: Independent director with ≥75% attendance; no related‑party transactions; insider trading/hedging restrictions and director deferral plan governance reduce conflict risk .
- Shareholder sentiment: Cabot’s 2024 say‑on‑pay received 98% approval, supporting overall compensation governance; while this concerns executive pay, it signals positive investor confidence in board oversight of pay .
RED FLAGS
- None disclosed specific to Nathoo: no related‑party transactions; hedging/pledging prohibited; attendance at least 75%; director cash/equity structure standard for peers .
Contextual Notes
- Board met seven times in FY2024; directors are independent (except CEO); Non‑Executive Chair model with robust committee oversight (Audit, Compensation, Governance, SHE&S). Audit Committee oversees financial reporting, controls, compliance, and cybersecurity risk .
- Director compensation program reviewed by Governance Committee with external consultant (Meridian) and adjusted in 2024 to maintain competitiveness .