Karen Narwold
About Karen Narwold
Karen Narwold (age 65) is an independent director at Calumet, Inc., elected on June 10, 2025, and designated to chair the Nominating & Governance Committee and serve on the Compensation Committee. She previously served as EVP, Chief Administrative Officer, General Counsel and Corporate Secretary at Albemarle Corporation (2010–2023), held senior roles at Symmetry Holdings/Barzel Industries (2007–2010), and spent 16 years at GrafTech in legal, HR and secretary roles, following five years in private practice. She is NACD Directorship Certified and currently serves on Ingevity’s board, chairing Sustainability & Safety and serving on Audit and Executive Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albemarle Corporation | EVP, Chief Administrative Officer, General Counsel & Corporate Secretary | 2010–2023 | Led corporate administration, legal/compliance, governance |
| Symmetry Holdings / Barzel Industries | General Counsel; VP, CAO & GC; Advisor (Symmetry Advisors) | 2007–2010 | Corporate legal, administrative leadership during acquisition/transition |
| GrafTech International, Ltd. | VP, General Counsel, Human Resources, Company Secretary | ~16 years | Built legal, HR, governance functions |
| Private Legal Practice | Attorney | ~5 years | Corporate/business law experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Ingevity (NYSE: NGVT) | Director | Current | Chair Sustainability & Safety; Audit; Executive |
Board Governance
- Independence: Board determined Ms. Narwold qualifies as an independent director under Nasdaq rules; all Audit, Compensation, and Governance committee members are independent .
- Committee assignments: Upon election, appointed Compensation Committee member and Chair of Nominating & Governance Committee .
- Election & shareholder support: Elected Class I director at 2025 Annual Meeting (For: 41,611,291; Withhold: 396,629; Broker Non-Votes: 25,991,156) .
- Board operations: 2024 activity—7 Board meetings and 28 committee meetings; no director attended fewer than 75% (note: Narwold was not yet a director in 2024) .
- Governance environment: Heritage Group has board designation rights tied to ownership thresholds; committees include one Heritage-designated director while rights persist; Lead Independent Director is Karen A. Twitchell .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Chair of the Board annual fee | $130,000 | Non-employee director |
| Non-employee director annual fee | $80,000 | Base cash retainer |
| Lead Independent Director fee | $20,000 | Additional annual fee |
| Audit Committee chair | $20,000 | Annual fee |
| Audit Committee member | $10,000 | Annual fee |
| Strategy & Growth chair | $10,000 | Annual fee |
| Strategy & Growth member | $5,000 | Annual fee |
| Compensation Committee chair | $10,000 | Annual fee |
| Compensation Committee member | $4,000 | Annual fee |
| Governance Committee chair | $12,000 | Annual fee |
| Governance Committee member | $7,500 | Annual fee |
| All other committee chair | $10,000 | Annual fee |
| All other committee member | $2,500 | Annual fee |
| Annual RSU grant (Chair of Board) | ~$195,000 | Grant date fair value |
| Annual RSU grant (other non-employee directors) | ~$100,000 | Grant date fair value |
| Deferred Compensation Plan (Directors) | Matching RSUs possible | If fees deferred into plan; examples shown for 2024 deferrals |
Directors may defer fees into RSUs under the Executive Deferred Compensation Plan; matching RSUs were credited for certain directors in 2024 .
Performance Compensation
| Applicable Performance Metrics for Director Pay | Details |
|---|---|
| None disclosed | Director compensation consists of fixed cash fees and time-based RSUs; no performance-conditioned metrics for directors are disclosed . |
Other Directorships & Interlocks
- Current public company directorships: Ingevity; committees include Sustainability & Safety (chair), Audit, Executive .
- Interlocks/related-party context: Board independence determinations considered ordinary-course relationships (e.g., Heritage Group, Monument Chemical) and found them immaterial; no impairment of independence for non-employee directors. No related-party transactions involving Ms. Narwold are disclosed .
Expertise & Qualifications
- Specialty chemicals leadership and governance: Senior executive experience at Albemarle; legal, compliance, HR and corporate secretary credentials .
- Board governance credentials: NACD Directorship Certified; current public board governance roles (committee chair and audit member) .
- Education: BA in Political Science and JD, University of Connecticut .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Karen Narwold | — | * | No beneficial ownership reported as of April 14, 2025 (less than 1%) . |
Insider Trading Policy prohibits shorting, hedging, and pledging of the Company’s securities by directors and employees, supporting alignment and risk control .
Governance Assessment
- Board effectiveness: Bringing deep legal/compliance and specialty chemicals experience, Ms. Narwold’s appointment as Governance Committee Chair strengthens board oversight of nominations, evaluations, and governance principles. Her role on the Compensation Committee ties governance with incentive design and pay risk oversight .
- Independence and conflicts: Independence affirmed; no related-party exposure disclosed for Narwold. The Board’s Related Person Transaction Policy and review processes are robust; 2024 related-party transactions were limited to Heritage-affiliated entities and deemed comparable to third-party terms .
- Ownership alignment: As of the proxy record date, Narwold had no reported beneficial ownership; alignment is expected to build through standard non-employee director RSU grants and potential fee deferrals into RSUs, subject to future disclosures .
- Shareholder signals: Strong support at the 2025 Annual Meeting—Narwold elected with 41.6M “For” votes; say-on-pay advisory passed (For: 40.9M) and annual frequency approved, indicating broad investor confidence in governance and compensation frameworks .
- Risk controls: Prohibitions on hedging/pledging and codified clawback for incentive compensation (executive-focused) reinforce governance discipline; committee charters and risk oversight structure (Risk Committee, Audit, Compensation) provide clear accountability .
Overall, Narwold’s governance credentials and committee leadership are positives for board effectiveness and investor confidence; the main watch item is near-term ownership alignment, which should improve as board RSU grants accrue and vest under Calumet’s director compensation program .