Stephen P. Mawer

About Stephen P. Mawer

Stephen P. Mawer (age 60) is Chair of the Board of Calumet, Inc. and a Class I director nominee; he has served on Calumet’s governing boards since March 2016 (initially at the General Partner) and became Board Chair in July 2024 following Calumet’s conversion to a C‑Corporation . He is not deemed independent under Nasdaq rules, which prompted the Board to appoint a Lead Independent Director with defined responsibilities . Mawer holds Bachelor’s and Master’s degrees in Chemical Engineering from the University of Cambridge, and previously retired as President of Koch Supply & Trading after a 27‑year career in commodities trading, risk management, and refining operations .

Past Roles

External Roles

Board Governance

• Independence: Mawer is not independent; Board appointed Karen A. Twitchell as Lead Independent Director with explicit responsibilities (presiding in executive sessions, coordinating agendas/materials, investor availability, and calling executive sessions) .
• Committee assignments: Member, Risk Committee and Strategy & Growth Committee (not chair) . Risk Committee and Strategy & Growth charters and independence status are disclosed; each committee (other than Mawer) comprises independent members .
• Attendance: In 2024, the Board held 7 meetings and committees met collectively 28 times; no director attended fewer than 75% of aggregate Board and committee meetings .
• Structure: Board committees (Audit, Compensation, Governance, Risk, Strategy & Growth) have published charters on the company’s IR site .
• Heritage Group designation rights: A Stockholders’ Agreement grants The Heritage Group rights to designate up to two directors depending on ownership thresholds; Heritage consent is required for Board size changes or Chair appointment until certain thresholds/dates, and Heritage representation on each committee is required while their right persists .

Committee Detail

Fixed Compensation

2024 non‑employee director compensation (Mawer as Board Chair):

• Mix: Cash $137.5k and equity $195k (total $332.5k), implying ~58.6% equity and ~41.4% cash, aligning director pay with shareholder outcomes .

• Deferred Compensation Plan: Directors may elect to defer fees into RSU credits; matching RSU credits were made for certain deferring directors in 2024 (Carter 2,195; Schumacher 1,825; Raymond 1,953; Boss 1,610); Mawer’s deferral/match is not disclosed .

Performance Compensation

• Directors do not receive performance‑based equity tied to metrics; annual director equity grants are time‑based RSUs under the director program . No director performance metrics or meeting fees beyond the published retainers/committee fees are disclosed .

Other Directorships & Interlocks

• Sector adjacency: Mawer’s seats at Zenith Energy Management and Howard Energy Partners are in midstream, adjacent to Calumet’s fuels/logistics operations; ClimeCo’s environmental commodities exposure aligns with Montana Renewables strategy .
• Heritage ecosystem: Mawer previously served on Heritage Environmental Services’ advisory board; The Heritage Group has board designation and committee representation rights and is involved in ordinary‑course related transactions with Calumet (Monument Chemical sales/purchases and Asphalt Materials sales), monitored under the Related Person Transaction Policy .

Expertise & Qualifications

• Chemical engineering pedigree (Cambridge B.A. and M.A.), deep experience in petroleum markets, refining economics, supply/marketing optimization, sustainability/renewables, and risk management; former President of Koch Supply & Trading and senior Koch Industries management member .

Equity Ownership

Governance Assessment

• Positives

  • Robust committee structure and published charters (Audit, Compensation, Governance, Risk, Strategy & Growth) with regular risk oversight and management reporting cadence .
  • Lead Independent Director framework in place to counterbalance a non‑independent Chair, with defined responsibilities for executive sessions, agenda control, and shareholder outreach .
  • Director equity compensation materially aligns with shareholders through RSUs; majority of Mawer’s 2024 director pay was equity‑based .
  • Board/committee attendance expectations met; no director fell below 75% attendance in 2024 .
  • Insider Trading Policy bans shorting, hedging, and pledging—reducing misalignment risks .

• Watch items / RED FLAGS

  • Non‑independent Board Chair (Mawer) adds reliance on Lead Independent Director safeguards to preserve independent oversight .
  • Stockholders’ Agreement grants The Heritage Group consent rights (Board size/Chair appointment until thresholds/dates) and board/committee designation rights—potential influence over governance dynamics and committee composition .
  • Related‑party transactions with Heritage‑affiliated companies (Monument Chemical: $7.3m sales; $0.1m purchases; Asphalt Materials: $0.5m sales; TruSouth/IPRA royalties of $0.9m to Heritage) require ongoing audit committee monitoring; Board concluded they were immaterial and on market terms, but continued oversight is prudent .
  • Risk Committee includes a non‑independent member (Mawer), which may affect perceived independence of risk oversight; committee charter and composition mitigate via majority independent membership .

• Signals to investors

  • Director compensation balanced toward equity; Mawer holds substantial RSU balances, aligning interests with shareholders .
  • Governance processes (annual evaluations, charters, risk reporting) are formalized and disclosed; attendance standards met .
  • Heritage influence is structured and disclosed; monitor future board composition/committee membership and any expanded related‑party dealings under the Related Person Transaction Policy .