Alister Cowan
ChemoursAbout Alister Cowan
Alister Cowan (age 60) is an independent director of The Chemours Company (CC) since 2023, with deep finance leadership experience including 15 years as a public company CFO; he holds a Bachelor’s in accounting and finance from Heriot-Watt University and is a member of The Institute of Chartered Accountants of Scotland . He serves on the Audit Committee (designated Audit Committee Financial Expert) and will become Audit Committee Chair following the 2025 Annual Meeting; he also serves on the Environmental, Health, and Safety & Operational Performance (EHS&O) Committee . The Board has determined he is independent under NYSE standards along with all non-employee director nominees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suncor Energy Inc. | CFO; Executive Advisor | CFO: 2014–2023; Exec Advisor: 2023–2024 | Led capital discipline, strengthened balance sheet, returned capital to shareholders |
| Husky Energy Inc. | CFO | 2008–2014 | Oversight of financial reporting, risk management |
| BC Hydro and Power Authority | EVP, Finance & CFO | 2004–2008 | Strategic planning at government enterprise |
| Direct Energy Services, Inc. | VP, Finance | 2003–2004 | Corporate finance |
| TransAlta Corporation | VP & Comptroller; CFO (NZ); Group Treasurer; Director, Finance | 1996–2003 | International operations and finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smiths Group plc | Director | Since 2024 | Public company board experience |
| Pembina Pipeline Corporation | Director | Since 2024 | Capital markets, risk oversight |
| Great Canadian Oil Sands Ltd. | Private company directorship | 2016 | Industry experience |
Board Governance
- Committee assignments: Audit Committee (member; designated “audit committee financial expert”) and EHS&O Committee (member) .
- Chair roles: Will become Audit Committee Chair after the 2025 Annual Meeting .
- Independence: Board determined all non-employee director nominees (including Cowan) are independent .
- Attendance and engagement: Board met 19 times in FY2024; each director attended at least 75% of aggregate Board and committee meetings; independent director executive sessions at each regularly scheduled Board meeting .
- Risk oversight: Audit oversees financial reporting controls and cybersecurity; EHS&O oversees safety and operational performance; NCG reviews related-person transactions; CLDC oversees compensation risk .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (Cowan) | $105,000 | Annual cash retainer; no meeting fees |
| 2024 Stock Awards (Cowan) | $160,000 | Annual equity award valued at grant; shares or DSUs |
| 2024 Total (Cowan) | $265,000 | Sum of cash and equity awards |
| Director Annual Retainer | $105,000 | Cash; deferral available |
| Director Annual Equity Award | $160,000 | Equity grant; DSUs if deferred |
| Committee Chair Retainers (Audit / CLDC / NCG / EHS&O) | $22,500 / $17,500 / $17,500 / $17,500 | Cash; deferral available |
- Deferred compensation plan: Directors may defer cash fees and equity awards into notional accounts or DSUs; cash accrues interest at average 30-year Treasury rate with quarterly compounding; DSUs accrue dividend equivalents; unsecured obligation of the Company .
Performance Compensation
- Directors do not have performance-based compensation; equity awards are retainer-based (shares or DSUs) and not tied to financial or TSR goals .
- Equity award features: grants valued at closing price on grant date (e.g., $27.50 on May 8, 2024; $18.72 on Aug 6, 2024); DSUs convert to shares upon leaving the Board or on a selected grant-date anniversary; dividend equivalents credited in DSUs .
- Compensation mix (Cowan 2024): Cash 39.6% ($105,000) ; Equity 60.4% ($160,000) .
Other Directorships & Interlocks
| Company | Sector Relationship to CC | Noted Interlocks/Conflicts |
|---|---|---|
| Smiths Group plc | Industrial technology supplier; no specific CC transaction disclosed | None disclosed; Board policy and NCG oversight of related-person transactions |
| Pembina Pipeline Corporation | Energy midstream; no specific CC transaction disclosed | None disclosed; Board policy and NCG oversight of related-person transactions |
- Related-party transactions: “To the Company’s knowledge, since the beginning of fiscal year 2024, no related person has had a material interest in any of the Company’s business transactions or relationships.” Policy requires NCG review and approval for related-person transactions and only if in best interests of shareholders .
Expertise & Qualifications
- Financial expertise: Former CFO across multiple energy and utility companies; deep capital markets and risk management experience; designated Audit Committee Financial Expert .
- International operations and strategic planning: Leadership across multinational operations in Europe, New Zealand, and Canada; strategic planning at large enterprises .
- Education/Credentials: Bachelor’s in accounting and finance (Heriot-Watt University); member of The Institute of Chartered Accountants of Scotland .
Equity Ownership
| Ownership Component | Amount | Detail |
|---|---|---|
| Direct shares owned | 10,200 | As of Feb 28, 2025 |
| DSUs outstanding | 11,534 | As of Dec 31, 2024 |
| Total beneficial ownership | 21,734 | Direct + Right to Acquire (stock units/options within 60 days) |
| Ownership % of outstanding | <1% | Denoted “*” in table |
| Pledging/Hedging | Prohibited (no pledging without special exception; anti-hedging policy) | Applies to officers/directors; policy disclosed |
| Director ownership guidelines | At least 6× cash retainer; 5 years to attain; all non-employee directors meet or are on-track | Applies during Board service |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support (%) |
|---|---|
| 2020 | 94% |
| 2021 | 94% |
| 2022 | 95% |
| 2023 | 96% |
| 2024 | 95% |
- Shareholder engagement: Independent directors led outreach; met with holders representing nearly 50% of outstanding shares in 2024 .
Governance Assessment
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Strengths:
- Audit leadership and financial expertise; slated Audit Chair post-Annual Meeting; supports robust oversight of financial reporting, internal control remediation, and cybersecurity .
- Independence affirmed; Board conducts annual self-evaluations and peer assessments, and maintains independent Chair with executive sessions each meeting .
- Ownership alignment via equity grants and strict anti-hedging/anti-pledging policies; director ownership guidelines (6× cash retainer) with on-track compliance .
- No related-party transactions involving directors/officers with material interests since FY2024 start; NCG Committee oversight of any such matters .
-
Watch items / potential red flags:
- Multi-board service requires continued monitoring of time commitments; Board guidelines limit number of other public company boards (policy oversight by NCG) .
- Chemours previously identified material weaknesses were remediated by year-end 2024; ongoing vigilance from Audit Committee remains critical given recent leadership transitions .
Overall, Cowan’s impending Audit Committee chairmanship, extensive CFO background, and independence are positives for board effectiveness and investor confidence, with clear alignment via director equity, strong governance policies, and active shareholder engagement .