Karen A. Twitchell
About Karen A. Twitchell
Karen A. Twitchell, age 69, is Lead Independent Director of Calumet, Inc. and serves on the Audit and Nominating & Governance Committees; effective after the 2025 Annual Meeting, she will chair the Audit Committee. She joined Calumet’s Board in July 2024 after serving on the General Partner’s board since August 2022. She holds a BA in Economics from Wellesley College and an MBA from Harvard Business School. The independent directors appointed her Lead Independent Director in 2025, with responsibilities including presiding over executive sessions, liaising between the Chair and independent directors, coordinating agendas, and being available for major stockholder consultations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landmark Aviation | Executive Vice President & Chief Financial Officer | 2010–2013 | Senior finance leadership in PE-backed aviation services; CFO oversight |
| LyondellBasell/Lyondell Chemical | Vice President & Treasurer | Prior to 2010 (years not specified) | Corporate treasury leadership; capital markets and liquidity |
| Trecora Resources (NYSE: TREC) | Chair of the Board | Until sale in June 2022 | Led board through company sale; petrochemical/specialty wax exposure |
| KMG Chemicals (NYSE: KMG) | Director | Not disclosed | Specialty chemicals governance experience |
| Various aluminum and cement manufacturers | Senior management positions | Not disclosed | Industrial operating/finance background |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kraton Corp | Director | Current | Not disclosed |
| HMTX Industries | Director | Current | Not disclosed |
Board Governance
- Independence: The Board affirmed Ms. Twitchell is an independent director under Nasdaq rules; she is also designated an “audit committee financial expert.” All members of the Audit, Compensation, and Governance Committees meet independence requirements .
- Lead Independent Director: Appointed in 2025 with explicit duties to preside over independent sessions, coordinate agendas, serve as liaison, and consult with major stockholders on request .
- Committee assignments: 2024 Audit Committee member and Governance Committee member; post-Annual Meeting, Audit Committee Chair and Governance Committee member .
- Attendance: In 2024, the Board held 7 meetings and committees held 28 collectively; no director attended fewer than 75% of the aggregate Board and relevant committee meetings .
- Heritage Group influence: Stockholders’ Agreement provides The Heritage Group board designation rights and committee representation while it holds specified ownership thresholds; Governance processes acknowledge and manage these rights .
Fixed Compensation
| Year | Fees Earned (Cash) | Equity Awards (RSUs grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $104,000 | $100,000 | $204,000 |
Director fee schedule (structure):
- Annual cash fee for non-employee directors: $80,000; Chair of Board: $130,000 .
- Lead Independent Director annual fee: $20,000 (applies to 2025 for Ms. Twitchell) .
- Committee fees: Audit Chair $20,000; Audit member $10,000; Governance Chair $12,000; Governance member $7,500; Compensation Chair $10,000; Compensation member $4,000; Strategy & Growth Chair $10,000; Strategy & Growth member $5,000; all other committee chair $10,000; all other committee member $2,500 .
Deferred Compensation eligibility:
- Directors may defer fees into the Deferred Compensation Plan in the form of RSUs; matching RSUs were credited in 2024 to those who deferred (Carter, Schumacher, Raymond, Boss). Ms. Twitchell is not listed among 2024 deferrals/matches .
Performance Compensation
| Award Type | Grant Mechanics | Performance Metrics | Vesting | 2024 Program Notes |
|---|---|---|---|---|
| Director RSUs | Annual RSUs to non-employee directors | None (time-based, not performance-based) | Time-based vesting per LTIP | Annual director equity awards granted; Ms. Twitchell’s 2024 stock award value was $100,000 |
Calumet’s performance-based incentive metrics (Adjusted EBITDA, operational priorities, relative TSR, net deleveraging, strategic initiatives) apply to executives beginning in 2025; directors receive time-based RSUs and committee/retainer cash, not PSU metrics .
Other Directorships & Interlocks
| Company | Relationship to CLMT | Interlock/Transaction Context |
|---|---|---|
| Kraton Corp; HMTX Industries | Ms. Twitchell is a current director | No CLMT related-party transactions disclosed involving these entities |
| Trecora Resources; KMG Chemicals | Former director/chair | No ongoing CLMT transactions disclosed; governance experience |
| Heritage Group/Monument Chemical/Asphalt Materials | Board assessed ordinary-course relationships with companies where other directors serve; immaterial and did not impair independence | CLMT sales to Monument Chemical ~$7.3M and purchases ~$0.1M in 2024; sales to Asphalt Materials ~$0.5M; independence determinations considered and affirmed |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; prior CFO and treasurer roles indicate strong financial oversight capabilities .
- Chemicals and industrials: Decades in chemicals and industrial manufacturing, including Kraton, Trecora, KMG Chemicals, aluminum/cement sectors .
- Governance leadership: Prior board chair experience; extensive board service across public and private companies .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Outstanding | RSUs Held (incl. Deferred) as of 12/31/2024 |
|---|---|---|---|
| Karen A. Twitchell | — | <1% | 14,951 |
- Policy alignment: CLMT’s Insider Trading Policy prohibits shorting, hedging, and pledging of company securities by directors and employees .
Governance Assessment
- Board effectiveness: Twitchell’s appointment as Lead Independent Director provides a clear counterbalance to a non-independent Board Chair, with strong procedural authority over executive sessions, agenda-setting, and stockholder liaison—supportive of robust independent oversight .
- Audit oversight strength: As an audit committee financial expert and incoming Audit Chair, Twitchell fortifies financial reporting and internal controls oversight; Audit Committee met five times in 2024 and affirmed auditor independence and reporting processes .
- Independence and conflicts: The Board formally reviewed potential conflicts tied to The Heritage Group and affiliates and deemed them immaterial; Twitchell’s independence was affirmed by the Board .
- Alignment: While she does not beneficially own common shares, her director compensation includes time-based RSUs, creating equity exposure; hedging/pledging prohibitions further support alignment with stockholders .
- Attendance and engagement: No director fell below the 75% attendance threshold in 2024, indicating consistent participation; Twitchell’s committee roles and lead responsibilities suggest active engagement .
RED FLAGS: None disclosed specific to Twitchell. Structural risks include Heritage Group designation rights and committee representation, which can influence governance dynamics; Twitchell’s Lead Independent role and committee independence requirements mitigate these risks .