Sean Keohane
ChemoursAbout Sean D. Keohane
Independent director of The Chemours Company since 2018; age 57; President & CEO of Cabot Corporation with deep specialty chemicals and global operations experience. Education: B.S. in Finance (Providence College) and MBA (Harvard University). Board skills include chemical industry expertise, international operations, R&D/innovation, risk management, and investor relations; currently serves as Chair of the Compensation & Leadership Development Committee (CLDC) and member of the Nominating & Corporate Governance (NCG) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabot Corporation | President & CEO | 2016–present | Led record earnings and sustainability platform; expanded battery tech center and EV additive launches |
| Cabot Corporation | EVP & President, Reinforcement Materials | 2014–2016 | Global operations leadership |
| Cabot Corporation | SVP; President & GM, Performance Chemicals | 2012–2014; 2003–2014 | Technology commercialization; product portfolio leadership |
| Cabot Corporation | Global Marketing Director, Carbon Black | 2002–2003 | Market strategy |
| United Technologies (Pratt & Whitney) | Management roles | 1996–2002 | Operations and leadership development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cabot Corporation | Director | 2016–present | Public company board service |
| American Chemistry Council | Member/Board involvement | Since 2016 | Industry advocacy |
| Dexter Southfield School | Trustee | Since 2018 | Non-profit board |
| Boston Latin School Association | Trustee | Since 2015 | Non-profit board |
Board Governance
- Committee assignments: CLDC Chair; NCG Committee member .
- Independence: Board determined Keohane (and all non‑employee nominees) are independent under NYSE and company guidelines .
- Attendance & engagement: Board met 19 times in 2024; CLDC met 8 times; each director attended at least 75% of Board and committee meetings; executive sessions held at each regularly scheduled Board meeting; independent directors led robust shareholder engagement (~50% of outstanding shares met) .
- Policies: Majority voting with resignation policy; anti-hedging and anti-pledging (pledging prohibited absent special exception); executive clawback policy under SEC Rule 10D‑1/NYSE; director ownership guidelines and holding requirements .
- Committee scope: CLDC oversees CEO evaluation, CEO/NEO compensation, succession, incentive risk review, CD&A approval; NCG oversees governance guidelines, director nominations, related-party transaction review, and sustainability oversight .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Cash Retainer | $105,000 | Non‑employee director retainer |
| CLDC Chair Retainer | $17,500 | Committee chair fee |
| Total Cash Fees (Keohane) | $122,500 | Reflects retainer + chair fee |
| Annual Equity Award (Keohane) | $160,000 | Shares/DSUs valued at grant; company-wide director equity policy |
| Total Director Compensation (Keohane) | $282,500 | Sum of cash + equity |
- No meeting fees; reasonable Board-related expenses reimbursed .
- Directors may defer cash/equity into the Directors Deferred Compensation Plan (interest accrual based on 30‑yr Treasury rate; DSUs receive dividend equivalents) .
Performance Compensation
| Element | Structure | Metrics/Targets | Vesting / Payout |
|---|---|---|---|
| Annual Director Equity Grant | Shares or DSUs | Not performance‑conditioned for non‑employee directors | Standard grant; DSUs convert to shares per election upon departure or on selected anniversaries |
| Deferred Compensation (DSUs) | Elective deferral | N/A (not a performance plan) | Dividend equivalents credited; conversion at specified time |
Chemours’ performance-based metrics (Adjusted EBITDA, cash flow, sustainability, EVA/rTSR in LTIP) apply to executives, not to non‑employee directors; director equity awards are not tied to performance goals .
Other Directorships & Interlocks
| Relationship | Detail | Governance Consideration |
|---|---|---|
| Keohane as CEO of Cabot | Active CEO and director of Cabot Corporation | Potential benchmarking sensitivity as Cabot is included in Chemours’ compensation peer group |
| Compensation Committee Interlocks | Company disclosed no CLDC interlocks or insider participation in 2024 (no reciprocal board/comp committee overlaps) | Mitigates conflict risk in pay decisions |
- Peer group includes Cabot, DuPont, Celanese, Westlake, etc.; Farient Advisors serves as independent CLDC consultant and was determined independent (no conflicts) .
Expertise & Qualifications
- Chemical industry and global operations; oversight across multi‑country manufacturing footprints and supply chains .
- R&D/innovation and battery materials exposure; EV‑related additive product development .
- Finance, risk management, and investor relations leadership as a public company CEO .
- Education: Finance (Providence College), MBA (Harvard University) .
Equity Ownership
| Holder | Direct Shares | Indirect | Right to Acquire (within 60 days) | Total | % of Class |
|---|---|---|---|---|---|
| Sean D. Keohane | 5,858 | — | 43,169 (DSUs/stock units) | 49,027 | <1% |
- DSUs outstanding (aggregate at year‑end 2024): 43,169 .
- Director ownership guideline: minimum 6× cash retainer; directors have 5 years to attain; Board states all non‑employee directors either meet or are on‑track .
- Anti‑hedging and anti‑pledging policy applies to directors; pledging prohibited absent special exception .
Governance Assessment
- Strengths: Independent status; CLDC chair role indicates active oversight of CEO/NEO pay, succession, and incentive risk; robust Board governance (majority voting, anti‑hedge/pledge, clawback); strong shareholder engagement; remediation of prior ICFR material weaknesses completed in 2024 enhances control environment .
- Alignment: Meaningful equity via DSUs plus ownership guidelines; director pay structure modest and comparable; no meeting fees; ability to defer promotes long‑term alignment .
- Potential red flags to monitor: Dual role as Cabot CEO while chairing CLDC at Chemours given Cabot’s inclusion in Chemours’ pay peer group—could create perceived benchmarking bias; mitigants include disclosed absence of compensation committee interlocks and use of an independent compensation consultant .
- Attendance/engagement: Board met frequently (19 meetings); CLDC met 8 times; all directors met minimum attendance expectations; independent director executive sessions at each regular Board meeting support candid oversight .
Say‑on‑Pay: Chemours’ shareholders supported executive compensation with ~94.5–95% approval in 2024; 5‑year support averages ~94.8%—a positive governance signal for CLDC oversight .