John (“Jack”) G. Boss

About John (“Jack”) G. Boss

John (“Jack”) G. Boss, age 65, is an independent director of Calumet, Inc., serving on the Board since July 2024 after previously serving on the Board of the former General Partner from August 2022 to July 2024 . He holds a B.S. in Mechanical Engineering from West Virginia University and an MBA from Rutgers University, and brings over 40 years of specialty chemicals and materials leadership including serving as CEO of Momentive Performance Materials and senior roles at Honeywell and Great Lakes Chemical . The Board has affirmatively determined he is independent under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Current CLMT committee roles: Audit Committee member; Chair, Nominating & Governance Committee; Strategy & Growth Committee member .
• Post-Annual Meeting transitions: becomes Chair of Compensation Committee; Audit Committee remains member; Governance Committee chair role to be succeeded by Karen Narwold; Strategy & Growth Committee drops Boss (post-meeting composition excludes him) .
• Independence: Board determined eight of ten directors (including Boss) are independent; all Audit, Compensation, and Governance Committee members meet independence requirements .
• Attendance and engagement: Board held 7 meetings and committees held 28 collectively in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; directors expected to attend annual meetings; Boss as Governance Chair oversees annual board/committee evaluations and reports results to the Board .
• Board leadership context: Non-independent Chair (Mawer) with Lead Independent Director (Twitchell) to preside over executive sessions; Boss participates within this oversight framework .

Fixed Compensation

Director fee schedule (for context): Non-employee director $80,000; Chair of Board $130,000; Lead Independent Director $20,000; 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; other committee chair $10,000; other committee member $2,500 .

• Deferred Compensation participation (2024): Matching restricted stock units credited for directors who deferred—Boss received 1,610 RSUs .

Performance Compensation

Note: Performance-based metrics (Adjusted EBITDA, TSR, deleveraging, strategic initiatives) apply to executive PSUs/RSUs, not to non-employee director equity grants .

Other Directorships & Interlocks

• CLMT related-party framework: Audit Committee monitors related person transactions ≥$120,000; none outside policy and none impairing independence disclosed since Jan 1, 2024 .
• Heritage Group governance rights: Heritage Group may designate directors based on ownership thresholds; committees must include one Heritage designee while rights persist; Board considered Heritage-related ordinary course commercial relationships and determined they are immaterial and do not impair independence .

Expertise & Qualifications

• Specialty chemicals and materials expertise from CEO role at Momentive and executive roles at Honeywell and Great Lakes Chemical .
• Corporate governance leadership as Governance Committee Chair (overseeing board/committee evaluations and nominations) .
• Mechanical engineering and business credentials (BSME, MBA) appropriate for operational and strategic oversight .

Equity Ownership

• Insider Trading Policy: Directors prohibited from shorting, hedging, or pledging company stock; trades only in approved windows with pre-clearance by General Counsel .

Governance Assessment

• Strengths:

  • Independent director with deep chemicals/industrial operating experience; sits on Audit and leads Governance, transitioning to Chair Compensation Committee—aligns with enhanced oversight of pay-for-performance as CLMT’s incentive framework evolves .
  • Active governance role: led annual board/committee performance reviews as Governance Chair; Board/committee attendance thresholds met across directors; structured risk oversight across committees .
  • Alignment safeguards: strict no-hedging/pledging policy for directors; director equity via RSUs promotes ownership .

• Potential Risks/Red Flags to monitor:

  • Heritage Group designation rights and ongoing ordinary-course transactions (Monument Chemical, Asphalt Materials, IPRA royalties) necessitate continued robust Related Party oversight—Board currently deems relationships immaterial and independence unimpaired .
  • Multiple external public board seats (CPS, WNC, Libbey) create time-commitment considerations; no overboarding rule disclosure in proxy—monitor capacity during peak governance cycles .
  • Board Chair is non-independent; lead independent structure mitigates but elevates importance of committee leadership and executive session rigor .

• Shareholder engagement signal: Board recommends annual say‑on‑pay frequency; Compensation Committee works with independent consultant (Pearl Meyer) and has implemented PSUs/RSUs and diversified metrics for executives—a governance-positive backdrop as Boss assumes Compensation Committee Chair .