William Kirby
CABOTAbout William C. Kirby
William C. Kirby (age 73) has served on Cabot Corporation’s Board since 2012 and is an independent director. He is the Spangler Family Professor of Business Administration at Harvard Business School and the T.M. Chang Professor of China Studies at Harvard University, with deep expertise in China’s business, economic, and political environment; he has held numerous senior academic leadership roles at Harvard and chairs the Harvard China Fund . His board biography highlights extensive international market knowledge and experience managing safety, health, and environmental matters as Dean of Harvard’s Faculty of Arts and Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Spangler Family Professor of Business Administration | Since 2008 | International business expertise; leadership in academic governance |
| Harvard University | T.M. Chang Professor of China Studies | Since 2008 | China market and policy expertise |
| Harvard University | Distinguished Service Professor; Chairman, Harvard China Fund | Since 2006 | Oversees Harvard’s China-focused initiatives and funding |
| Harvard University (multiple units) | Chair, History Department; Director, Asia Center; Dean of Faculty of Arts & Sciences; Director, Fairbank Center for Chinese Studies | Faculty since 1992 | Senior academic leadership; SH&E oversight experience |
| JAMM Active Limited | Director | 2016–2021 | Governance at global performance fabrics company |
| Harvard University Press; Harvard Magazine | Director | Not disclosed | Publishing governance roles |
| American Council of Learned Societies | Director | Since 2018 | Non-profit governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Taiwan Fund, Inc. | Director | 2013–present | Closed-end investment company |
| The China Fund, Inc. | Director | 2007–2019 | Closed-end investment company |
| Harvard University Press; Harvard Magazine | Director | Not disclosed | Other board positions |
| American Council of Learned Societies | Director | 2018–present | Non-profit academic federation |
Board Governance
- Committee assignments: Member, Compensation Committee; not a chair. Compensation Committee met 4 times with one action by written consent in fiscal 2024 .
- Independence: The Board determined non-management directors (including Kirby) are independent under NYSE and Cabot guidelines; all committee members are independent .
- Attendance: All directors attended at least 75% of total Board and applicable committee meetings in fiscal 2024; all directors attended the virtual annual meeting .
- Leadership: Board led by a Non-Executive Chair (Michael M. Morrow). Executive sessions are chaired by the Non-Executive Chair; responsibilities include agenda-setting, performance reviews, and succession oversight .
- Related-party transactions: None reported for related persons since the beginning of fiscal 2024 .
Fixed Compensation
| Component | Policy | Fiscal 2024 Actual for Kirby |
|---|---|---|
| Annual cash retainer | $95,000 cash retainer for non-employee directors | $95,000 fees earned |
| Committee chair fees | $20,000 Audit; $20,000 Compensation; $15,000 SHE&S; $15,000 Governance (for chairs only) | Not applicable (Kirby not a chair) |
| Non-Exec Chair fee | $120,000 (for Chair only) | Not applicable |
| Deferred compensation (interest) | Directors may defer cash; Moody’s Corporate Bond Rate used (5.88% in 2024) | $6,296 above-market deferred comp earnings |
Notes:
- Kirby elected to defer his 2023 and 2024 cash compensation (credited with interest at Moody’s Corporate Bond Rate) under the Non-Employee Directors’ Deferral Plan .
- Cabot does not provide retirement or perquisites to non-employee directors; reasonable travel expenses reimbursed .
Performance Compensation
| Equity Element | Structure | Fiscal 2024 Grant | Fiscal 2025 Grant |
|---|---|---|---|
| Annual equity retainer | Shares with grant-date value ~$155,000; directors must retain shares for ≥3 years or until earlier retirement | 2,035 shares granted on Jan 11, 2024; closing price $76.13 | 1,788 shares granted for 2025 awards to continuing directors |
| Deferrals | Directors may defer equity into phantom stock units; dividends accrue and earn interest at Moody’s Corporate Bond Rate | Kirby deferred his 2024 stock award | Noted as eligible; specific deferral elections: Kirby elected to defer 2024 stock |
| Ownership guideline | Required ownership = 5× annual cash retainer ($95k) within 5 years; deferred shares count toward guideline | Policy applies; compliance status not individually disclosed | Policy applies; deferred shares count |
Performance Metric Details (Committee Oversight Signals)
- Compensation Committee responsibilities include setting CEO goals, approving executive compensation policies, administering incentive plans, monitoring investment committee, and periodic reviews of pay equity and human capital disclosures .
- Independent compensation consultant: Meridian Compensation Partners advises the Committee; independence assessed—no conflicts .
- Compensation peer group (2024–2025 context): Albemarle, Ashland, Avient, Axalta, Celanese, Chemours, Element Solutions, FMC, H.B. Fuller, Huntsman, Innospec, Minerals Technologies, NewMarket, Olin, Orion, RPM, Stepan, Trinseo, Tronox; Eastman added for 2025 benchmarking .
- Say-on-pay approvals: 98% approval at 2024 annual meeting; 96.19% at 2023 annual meeting—strong investor support .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| The Taiwan Fund, Inc. | Public closed-end fund | No Cabot-related transactions disclosed; no related-party transactions reported |
| The China Fund, Inc. (former) | Public closed-end fund | No Cabot-related transactions disclosed |
| Harvard-affiliated boards; ACLS; JAMM Active (former) | Non-profit/academic; private company (former) | No Cabot-related transactions disclosed |
Red flag assessment: Cabot’s Related Person Transaction Policy is robust and no interested transactions were reported since the beginning of fiscal 2024; this mitigates conflict risk .
Expertise & Qualifications
- International and China market expertise, extensive business knowledge, and governance experience (Harvard leadership roles) .
- Experience managing safety, health, and environmental matters (as Dean of Faculty of Arts & Sciences) .
- Capital markets knowledge through service on closed-end fund boards .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| William C. Kirby | 27,202 | <1% | Shares deferred under Cabot deferred compensation plans; shares outstanding at 1/15/2025: 54,221,416 |
Policy signals:
- Hedging/pledging: Directors and LTI participants are prohibited from hedging or short sales, holding Cabot securities in margin accounts, or pledging Cabot securities as collateral; standing/limit orders >1 day prohibited unless under compliant 10b5-1 plans—alignment-friendly .
Governance Assessment
- Board effectiveness: Kirby serves on the Compensation Committee overseeing pay-for-performance design; Committee uses multiple metrics (EPS, RONA, STI metrics) and independent advisor with conflict checks—strong process discipline .
- Independence and attendance: Independent status, with at least 75% meeting attendance; no related-party transactions—supports investor confidence .
- Compensation alignment: Director pay blends cash ($95k) and equity (~$155k), with 3-year holding requirements and ownership guidelines (5× cash retainer). Kirby’s deferrals into phantom stock indicate long-term alignment; above-market interest is disclosed transparently .
- Shareholder signals: Strong say-on-pay approval (98% in 2024; 96.19% in 2023) suggests effective oversight by the Compensation Committee in which Kirby participates .
- Red flags: None identified—no related-party transactions; hedging/pledging prohibited; no chair roles or overboarding disclosed; committee workload appears reasonable .
Overall, Kirby’s governance profile reflects independence, relevant international/China expertise, and prudent compensation oversight without evident conflicts—supportive of board quality and investor confidence .