Paul C. Raymond III
About Paul C. Raymond III
Independent director; age 59; on CLMT’s board since July 2024 (previously on the General Partner board from Nov 2020–Jul 2024). CEO of Monument Chemical since July 2020; prior President & CEO of Sonneborn, LLC (2012–2019). PhD, Chemical Engineering (UT Austin); BS, Chemical Engineering (Rice). Chairs the Strategy & Growth Committee; member of Compensation and Risk in 2024; slated to join the Audit Committee post-2025 AGM and remain Strategy & Growth Chair. Designated to the Board by The Heritage Group under a stockholders’ agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonneborn, LLC | President & Chief Executive Officer | 2012–2019 | Led specialty chemicals business; CEO experience cited as board qualification |
External Roles
| Organization | Role | Tenure | Notes / Interactions with CLMT |
|---|---|---|---|
| Monument Chemical (privately held; owned in part by The Heritage Group) | Chief Executive Officer | Jul 2020–present | CLMT made ~$7.3m sales to Monument and ~$0.1m purchases in 2024 on third‑party terms; board considered these ordinary‑course in independence determinations |
Board Governance
- Independence: Board affirmatively determined Raymond is independent under Nasdaq/SEC rules; independence assessment explicitly considered ordinary‑course relationships with The Heritage Group and Monument Chemical and deemed them not material. He also meets Nasdaq financial knowledge for post‑AGM Audit Committee service.
- Heritage Group influence: The Heritage Group has director designation rights; Raymond was designated by THG. So long as THG can designate ≥1 director, each committee must include at least one THG designee.
- Attendance and engagement: Board met 7 times in 2024; committees met 28 times collectively; no director fell below 75% attendance.
- Leadership: Strategy & Growth Committee Chair (focus on long‑term strategy, capital, M&A).
| Committee | 2024 Membership | Chair? | 2024 Meetings | Post-2025 AGM Composition (relevant to Raymond) |
|---|---|---|---|---|
| Strategy & Growth | Raymond, Boss, Mawer, Straumins | Yes (Raymond) | 4 | Raymond (Chair), Mawer, Straumins |
| Compensation | Sheets (Chair), Raymond, Schumacher | No | 7 | Boss (Chair), Schumacher, Narwold (Raymond rotates off) |
| Risk | Sajkowski (Chair), Mawer, Raymond, Straumins | No | 4 | Sajkowski (Chair), Mawer, Straumins, Quintana (Raymond rotates off) |
| Audit | Carter (Chair), Boss, Sheets, Twitchell | No | 5 | Twitchell (Chair), Boss, Raymond, Quintana (Raymond joins) |
| Governance | Boss (Chair), Carter, Sajkowski, Schumacher, Twitchell | No | 4 | Sajkowski, Schumacher, Twitchell, Narwold (Chair) |
Fixed Compensation (Director)
- Cash retainers schedule (non-employee director): $80,000 annual board retainer; committee fees include Strategy & Growth Chair $10,000; Compensation member $4,000; Risk member $2,500; additional fee schedule detailed in proxy.
- Paul C. Raymond III 2024 actual: Fees earned/paid in cash $92,500; likely reflects prorated service after corporate conversion and committee roles.
| Component | Amount |
|---|---|
| Board retainer (reference schedule) | $80,000 |
| Committee fees (reference schedule) | Strategy & Growth Chair $10,000; Compensation member $4,000; Risk member $2,500 |
| Fees earned (Raymond, 2024) | $92,500 |
Performance Compensation (Director)
- Equity: Annual RSU grant targeted at $100,000 for non-employee directors; Chair of the Board $195,000. Raymond’s 2024 stock awards totaled $130,833, reflecting the standard annual grant plus matching RSUs tied to deferred fees under the Director Deferred Compensation Plan.
- Deferrals/matching: Directors may defer fees into RSUs; CLMT provided 2024 matching RSUs to deferrers. Raymond received 1,953 matching RSUs for 2024.
- Performance metrics: Director equity is service-based; no performance metrics apply (distinct from executive PSU frameworks).
| Equity Item | Value/Units |
|---|---|
| Standard non-employee director annual RSU value | $100,000 (policy) |
| 2024 stock awards (Raymond) | $130,833 |
| 2024 matching RSUs credited (Raymond) | 1,953 units |
Other Directorships & Interlocks
- Current U.S. public company directorships: None disclosed for Raymond.
- Compensation Committee interlocks: Committee comprised of Sheets (Chair), Schumacher, Raymond; proxy states no interlocks/insider participation issues (no reciprocity with other issuers’ comp committees).
Expertise & Qualifications
- Specialty chemicals executive with 30+ years’ industry experience; CEO roles at Monument Chemical and Sonneborn. Education: PhD Chemical Engineering (UT Austin); BS Chemical Engineering (Rice). Identified by CLMT as bringing specialty chemicals knowledge and strategic growth leadership.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs Outstanding (Director) | Notes |
|---|---|---|---|---|
| Paul C. Raymond III | 15,884 | <1% | 56,631 | Ownership table as of 4/14/2025; RSU count as of 12/31/2024 |
- Hedging/pledging: Prohibited for directors; trades only in approved windows with pre-clearance. Aligns with investor-protection best practices.
- Ownership guidelines: Executives have no formal ownership requirements; director-specific ownership guidelines not disclosed.
Related-Party Exposure (Conflicts)
- Transactions: 2024 ordinary-course transactions with Monument Chemical (Raymond’s employer): ~$7.3m CLMT sales and ~$0.1m purchases; terms stated as comparable to non-affiliates. CLMT also had transactions with The Heritage Group affiliates (e.g., Asphalt Materials, $0.5m sales; TruSouth/Calumet Branded IP royalties $0.9m to THG).
- Independence assessment: Board expressly evaluated THG and Monument relationships and deemed them immaterial; Raymond considered independent; all committee memberships satisfy independence requirements.
- Structural influence: THG holds board designation rights and must have representation on each committee while rights persist; Raymond and Sajkowski were designated by THG.
Risk Indicators & Red Flags
- Potential perceived conflict: Raymond served on the Compensation Committee while CEO of Monument Chemical, and both he and Schumacher (CEO of The Heritage Group) were members; however, Board determined independence and ordinary-course nature of affiliate dealings; no comp committee interlocks reported. RED FLAG (perception) mitigated by independence findings and policy oversight.
- Related-party transactions: Active commercial ties with Monument and other THG affiliates; amounts disclosed and reviewed under Related Person Transaction Policy; no policy exceptions reported. Monitor ongoing volumes and pricing fairness.
- Governance structure: THG designation rights and committee representation requirement create sponsor influence over time; investor focus warranted as ownership thresholds change.
- Positive controls: No <75% attendance; hedging/pledging banned; robust clawback policy; annual board/committee self-evaluations.
Governance Assessment
- Strengths:
- Deep specialty chemicals/operator expertise; chairs Strategy & Growth, directly aligned with CLMT’s long-term value creation agenda.
- Independent under Nasdaq/SEC; slated to bring operating insight to Audit post-AGM, with Board affirming financial knowledge.
- Alignment via equity retainer and use of deferred compensation into RSUs; no hedging/pledging permitted.
- Attendance and committee engagement satisfactory.
- Watch items:
- Sponsor (THG) influence: board designee status; required presence of a THG designee on each committee. Monitor independence in sensitive decisions (compensation, related-party approvals, M&A).
- Related-party commerce with Monument/THG affiliates: ordinary-course and disclosed, but materiality and terms should remain under Audit Committee oversight as volumes evolve.
- Compensation Committee composition (2024) included two executives connected to THG ecosystem (Schumacher and Raymond); rotation off Comp post-AGM reduces perceived risk.
Overall: Raymond appears to enhance board effectiveness through sector expertise and strategic oversight. The key governance consideration is sustained transparency and rigorous committee oversight of related-party dealings given his employer’s ties to The Heritage Group and CLMT’s ongoing transactions with Monument Chemical.