Tony Satterthwaite
ChemoursAbout Tony Satterthwaite
Independent director of Chemours (CC) since 2024, age 64, with 35+ years in global industrial technology manufacturing and power generation at Cummins across Europe and Asia. He led Cummins’ Power Generation business (top- and bottom-line growth, international expansion, entry into the data center market) and later served as President & COO, Vice Chair, and SVP of IT & Digital Services. He holds a BS in Civil Engineering from Cornell University and an MBA from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins, Inc. | SVP, Information Technology & Digital Services | 2022–2024 | Led corporate IT/digital alignment across business units; oversight of IT/cyber . |
| Cummins, Inc. | Vice Chair | 2021–2022 | Senior leadership and strategic oversight . |
| Cummins, Inc. | President & COO | 2019–2021 | Enterprise operations leadership across global businesses . |
| Cummins, Inc. | President, Distribution Business | 2015–2019 | Oversaw ~600 global locations for distribution and aftermarket services; complex supply chain . |
| Cummins, Inc. | President, Power Generation | 2008–2015 | Drove strong growth, product launches, international expansion; advanced clean energy innovations . |
| Cummins, Inc. | Various leadership roles | 1988–2008 | 14 years in managerial/sales roles in Europe and Asia; international operations . |
| Schlumberger | General Field Engineer | 1983–1986 | Engineering operations experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDEX Corporation | Director | Since 2011 | Public company board . |
| Amprius Technologies, Inc. | Director | Since 2024 | Public company board (battery technology) . |
| Atmus Corporation | Director | 2022–2024 | Public company board (former Cummins spin) . |
| National Association of Manufacturers | Director | 2020–2024 | Private org board . |
| Cummins Foundation | Director | 2009–2024 | Private foundation board . |
| Cornell Engineering Advisory Committee | Member | 2017–2023 | Advisory role . |
Board Governance
- Committee assignments: Compensation and Leadership Development Committee (CLDC) and Environmental, Health, and Safety & Operational Performance (EHS&O) Committee; not a chair on either .
- Committee meeting cadence (FY2024): Audit 18; CLDC 8; NCG 5; EHS&O 4; Board met 19 times .
- Independence: Board determined all non-employee nominees, including Livingston (Tony) L. Satterthwaite, are independent under NYSE and SEC standards; all standing committees are 100% independent .
- Attendance/engagement: Each director attended at least 75% of Board and committee meetings; eight directors attended the 2024 Annual Meeting; corporate guidelines expect attendance and provide executive sessions of independent directors at each regularly scheduled Board meeting .
- Board effectiveness: Annual Board and committee self-evaluations; initiated staggered peer assessments beginning in 2024; NCG oversees the evaluation process using anonymous tools and Chair feedback .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $105,000 | Effective 2024; cash may be deferred . |
| Annual equity award | $160,000 | Granted as common stock or DSUs; may be deferred . |
| Committee chair retainers | $17,500–$22,500 | CLDC/NCG/EHS&O = $17,500; Audit Chair = $22,500; Non-Executive Chair retainer = $150,000 . |
| Meeting fees | $0 | No meeting fees; reimbursement of reasonable Board service expenses . |
| Tony Satterthwaite – FY2024 cash | $52,500 | Appointed June 12, 2024; partial-year cash . |
| Tony Satterthwaite – FY2024 stock awards | $160,000 | FASB ASC 718 grant-date fair value . |
| Tony Satterthwaite – FY2024 total | $212,500 | Sum of cash and stock awards . |
Additional details:
- Equity valuation reference prices: closing price on grant dates $27.50 (May 8, 2024) and $18.72 (Aug 6, 2024) used for director equity accounting .
- Directors Deferred Compensation Plan: allows deferral of cash/fees into notional cash (30-year U.S. Treasury rate, quarterly compounding) or DSUs; DSUs accrue dividend equivalents and convert to shares upon termination or selected anniversary .
Performance Compensation
Director pay is not tied to operating performance metrics; no director-specific performance goals disclosed for equity awards.
| Performance Metric | Target | Measurement Window | Outcome |
|---|---|---|---|
| None disclosed for non-employee directors | — | — | Not applicable . |
Other Directorships & Interlocks
| Company | Industry Nexus to CC | Potential Interlock/Conflict Assessment |
|---|---|---|
| IDEX Corporation | Flow controls/industrial | No related-party transactions disclosed; NCG reviews/approves any related person transactions . |
| Amprius Technologies, Inc. | Battery tech | No disclosed Chemours transactions; monitor for supply/customer overlaps as CC expands in specialty materials . |
| Atmus Corporation (2022–2024) | Filtration (Cummins spin) | Former role; no ongoing CC transactions disclosed . |
Policies mitigating conflicts: anti-hedging and anti-pledging; majority voting with resignation policy; independent Chair; committee independence; NCG oversight of related-party approvals .
Expertise & Qualifications
- Logistics & supply chain: Oversaw ~600 global locations in Cummins’ Distribution business; complex multinational operations .
- Information technology & cybersecurity: Led Cummins’ IT & Digital corporate teams; oversight of IT and digital products/services .
- EHS & sustainability: Oversight of health, safety, and environmental programs for manufacturing operations; drove clean energy innovations .
- International operations & product innovation: 14 years in Europe/Asia; led successful product launches and data center market entry .
Equity Ownership
| Holder | Direct | Indirect | Right to Acquire (within 60 days) | Total | % of Class |
|---|---|---|---|---|---|
| Livingston L. Satterthwaite | — | — | 8,782 (DSUs/stock units) | 8,782 | <1% (*) |
- Aggregate DSUs outstanding (12/31/2024): 8,782 .
- Ownership guidelines: directors must hold ≥6x cash retainer in stock/DSUs; 5 years to achieve; all directors meet or are on track .
- Policies: anti-hedging and anti-pledging for executives/directors .
Governance Assessment
-
Strengths:
- Independent director with relevant operational, IT/cyber, and EHS oversight experience aligned to CC’s risk areas and the EHS&O mandate .
- Active on CLDC and EHS&O; committees are fully independent; Board maintains executive sessions and robust self-evaluation including peer assessments .
- Director pay structure emphasizes equity alignment; strong ownership guidelines (6x cash retainer) and anti-hedging/pledging policies bolster alignment with shareholders .
- Board meeting cadence and oversight breadth (financial/cyber/EHS) support disciplined governance; independence affirmed for all non-employee nominees .
-
Watch items:
- Multi-board commitments (IDEX, Amprius) warrant standard monitoring under CC’s board service limits; no conflicts or related-party transactions disclosed and NCG reviews any such transactions .
- Limited public data on individual attendance beyond the company-wide “≥75%” disclosure; continued monitoring advisable as tenure progresses .
-
Shareholder engagement context:
- Annual say-on-pay; directors historically received ~95% average support; independent Chair; ongoing outreach led by independent directors (~50% of outstanding shares engaged over past year) .