Amy M. Schumacher
About Amy M. Schumacher
Amy M. Schumacher, age 53, is an independent director of Calumet, Inc. (CLMT) serving since July 2024; she previously served on the board of the General Partner from September 2014 to July 2024. She is Chief Executive Officer and a trustee of The Heritage Group, founded Monument Chemical in 2008 and served as President & CEO for eight years, and earlier was a consultant at Accenture (1998–2003). She holds a B.S. in Civil Engineering from Purdue University and an M.S. in Management from MIT Sloan; she is the daughter of Fred M. Fehsenfeld, Jr., former chair of the General Partner’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calumet GP (General Partner) | Director | Sep 2014 – Jul 2024 | Long-tenured board service prior to C-corp conversion |
| The Heritage Group | President (2016), CEO (2020–present) | 2016–present | Leads diversified industrial platform; governance/trustee responsibilities |
| Monument Chemical | Founder; President & CEO | 2008–2016 | Built specialty chemicals platform; strategic growth experience |
| Accenture | Consultant | 1998–2003 | Strategy/operations background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Heritage Group | CEO; Trustee | Current | Also sits on private subsidiary boards |
| Monument Chemical | Founder; former President & CEO | Prior | Specialty chemicals; now led by fellow CLMT director Paul C. Raymond III |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Governance Committee (member) .
- 2024 committee activity: Compensation Committee held 7 meetings; Governance Committee held 4 meetings .
- Post-Annual Meeting composition: Compensation Committee will be Boss (Chair), Schumacher, Narwold; Governance Committee will be Sajkowski, Schumacher, Twitchell, Narwold (Chair) .
- Independence: Board determined Amy M. Schumacher is independent; commercial relationships (including The Heritage Group and Monument Chemical) were <1% of counterparties’ revenues and deemed not material .
- Attendance: 2024 Board 7 meetings; committees 28 collectively; no director attended fewer than 75% of aggregate Board+committee meetings .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned (Cash) – 2024 | $86,500 | Includes retainer and committee fees; she elected to defer some or all fees under the Deferred Compensation Plan |
| Annual Director Cash Fee (structure) | $80,000 for non-employee members; $130,000 Chair of Board | Fixed retainer policy |
| Committee Fees (structure) | Audit Chair $20,000; Audit member $10,000; Compensation Chair $10,000; Compensation member $4,000; Governance Chair $12,000; Governance member $7,500; Strategy & Growth Chair $10,000; Strategy & Growth member $5,000; all other committee chair $10,000; member $2,500 | Committee role-linked cash fees |
Performance Compensation
| Component | Amount/Units | Detail |
|---|---|---|
| Stock Awards – 2024 | $128,833 | Aggregate grant-date fair value of annual RSU award and matching RSUs under Deferred Compensation Plan; FASB ASC 718 |
| Annual RSU Award (structure) | ~$100,000 for non-employee directors; ~$195,000 for Chair of Board | Policy-level RSU grant values |
| Deferred Comp Matching (RSUs) – 2024 | 1,825 RSUs credited for Schumacher | Matching RSUs for fee deferrals; dividend-equivalent RSUs accrue |
| Options Granted – 2024 | None | Company disclosed no stock options granted in 2024 |
Performance metric framework (company-level; directors’ pay not tied to these metrics):
| Metric | Program Application | Notes |
|---|---|---|
| Adjusted EBITDA | Core metric for incentive compensation programs at Company and business unit levels | Used to align broader employee incentives; director pay comprises cash and RSUs, not performance-based PSUs |
Other Directorships & Interlocks
| Relationship | Nature | Governance Relevance |
|---|---|---|
| The Heritage Group stockholders’ agreement | HG has rights to designate directors based on ownership; as long as HG can designate ≥1 director, each Board committee must include one HG-designated director; certain Board size/Chair changes require HG consent until the earlier of HG <5% ownership or three years post-Conversion | Structural influence; committee composition linkage |
| Monument Chemical transactions | Calumet sold ~$7.3m of specialty products to Monument Chemical and purchased ~$0.1m; Monument owned in part by The Heritage Group; pricing/terms represented as comparable to non-affiliates | Related-party commerce; reviewed under Related Person Transaction Policy |
| Asphalt Materials transactions | ~$0.5m sales to Asphalt Materials, owned in part by The Heritage Group | Related-party commerce |
| IP royalty to The Heritage Group | $0.9m royalties paid under IP Rights Agreement tied to TruSouth/Calumet Branded | Ongoing payments to HG |
| Interlock via board membership | Paul C. Raymond III (Monument Chemical CEO) is a CLMT director; HG-related board designations include Raymond and Sajkowski | Information flow; potential alignment/conflict considerations |
Expertise & Qualifications
- Chemicals industry operator with strategic growth and planning experience; led Monument Chemical and currently leads The Heritage Group .
- Education: B.S. Civil Engineering (Purdue), M.S. Management (MIT Sloan) .
- Board credentials include governance leadership at diversified industrial platform and oversight experience at CLMT and its General Partner .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | RSUs Outstanding (as of 12/31/2024) | Notes |
|---|---|---|---|---|
| Amy M. Schumacher | 246,544 | <1% (out of 86,621,470 shares) | 139,939 RSUs | Includes shares owned by spouse/children (beneficial ownership disclaimed); HG-related shares disclaimed by Schumacher |
| Policy | — | — | — | Insider Trading Policy prohibits hedging/pledging of Company securities by directors and employees |
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Advisory Vote to Approve Executive Compensation (6/10/2025) | For 40,897,636; Against 851,240; Abstain 259,044; Broker Non-Votes 25,991,156 |
| Frequency of Say-on-Pay | 1 Year: 41,196,941; 2 Years: 119,286; 3 Years: 510,710; Abstain: 180,983; Broker Non-Votes: 25,991,156 |
Governance Assessment
- Independence with proximity to sponsor: The Board affirmatively determined Schumacher’s independence, despite her leadership at The Heritage Group and historic ties to Monument Chemical; related transactions were reviewed and deemed immaterial (<1% of counterparties’ revenues) . Governance mitigants include a formal Related Person Transaction Policy requiring Audit Committee review/approval/ratification for >$120,000 transactions with related persons; no unreviewed transactions reported since Jan 1, 2024 .
- Committee engagement: Active member of Compensation (7 meetings in 2024) and Governance (4 meetings), with post-meeting committee compositions continuing her role; no attendance shortfall (≥75%) .
- Ownership alignment: Meaningful personal stake (246,544 shares) plus outstanding RSUs (139,939) and fee deferral/matching in RSUs, aligning interests with shareholders; hedging and pledging are prohibited under Insider Trading Policy .
- Compensation structure: Director pay favors steady cash retainer and time-based RSUs; no director options in 2024 and no disclosed director performance-linked PSU metrics. Company-wide incentive programs use Adjusted EBITDA, but director compensation is not tied to these metrics .
- RED FLAGS and monitoring points:
- Sponsor influence: Stockholders’ Agreement provides The Heritage Group with designation rights and committee representation; certain Board structural changes require HG consent for a limited period—monitor governance balance and committee independence execution .
- Related party transactions: Recurrent commerce with Monument Chemical/Asphalt Materials and royalty payments to The Heritage Group—continue monitoring pricing/terms and Audit Committee oversight for arm’s-length compliance .
- Familial ties: Schumacher is the daughter of a former board chair (Fred M. Fehsenfeld, Jr.); while independence affirmed, maintain vigilance on potential perceived conflicts .
Implications for investors: Schumacher brings deep chemicals industry and strategic growth expertise with strong committee engagement and equity alignment. Governance structures reflect ongoing sponsor influence and related-party exposure, mitigated by formal policies and independence determinations. The strong 2025 say-on-pay support suggests investor confidence in compensation governance; continue to track committee decisions, related-party transactions, and the evolution of sponsor rights over time .