Joseph Reece
COMPASS MINERALS INTERNATIONALAbout Joseph E. Reece
Independent Non-Executive Chairman of the Board at Compass Minerals (CMP). Age 63; director since March 6, 2019; Non-Executive Chairman since May 18, 2021. Background includes senior investment banking leadership (UBS; Credit Suisse), alternative asset management (co-founder and Managing Member, SilverBox Capital), and prior legal roles (Skadden, SEC); designated Audit Committee financial expert. Core credentials: capital markets, M&A/strategy, corporate governance and securities law; independence affirmed under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SilverBox Capital, LLC | Managing Member (co-founder) | Since 2015 | Alternative investment leadership; strategy/M&A expertise |
| UBS Securities LLC | Executive Vice Chairman; Head of Investment Bank for the Americas; Board member | 2017–2018 | Led Americas investment bank; governance experience |
| BDT & Company | Consultant | Oct 2019–Nov 2021 | Strategic advisory experience |
| Credit Suisse | Global Head of Equity Capital Markets; Co-Head of Credit Risk | 1997–2015 | Capital markets; risk management |
| Skadden, Arps; U.S. SEC | Attorney | c. 10 years (prior to finance roles) | Securities law; regulatory grounding |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NCR Atleos, Inc. | Director | Current | Public company board |
| Atlas Technical Consultants, Inc. | Director | Prior | Public company board |
| Boxwood Merger Corp. | Director | Prior | Public company board |
| CST Brands, Inc. | Director | Prior | Public company board |
| Del Frisco’s Restaurant Group, Inc. | Director | Prior | Public company board |
| LSB Industries, Inc. | Director | Prior | Public company board |
| NCR Corporation | Director | Prior | Public company board |
| Quotient Technology Inc. | Director | Prior | Public company board |
| RumbleOn, Inc. | Director | Prior | Public company board |
| SilverBox Engaged Merger Corp. | Director | Prior | Public company board |
Board Governance
- Non-Executive Chairman duties include agenda setting, presiding at board/stockholder meetings, leading executive sessions, liaison between independent directors and CEO, committee chair assignments, and leading annual evaluations of CEO/Board/committees/directors .
- Independence: Reece is independent; CMP board committees are chaired by independent directors; all audit members are financial experts under SEC rules .
- Committee memberships: Audit (member), Compensation (member), Nominating/Corporate Governance (member) .
- Audit Committee financial expert designation: Reece is an “Audit Committee financial expert” .
- Meeting cadence: FY2024 Board (13), Audit (9), Compensation (7), EHS&S (4), Nominating/Corporate Governance (5); independent directors held executive sessions after each meeting .
- Attendance: Each current director attended at least 75% of Board and applicable committee meetings in FY2024 .
- Related-party oversight: Governance Committee reviews/approves related-party transactions; FY2024 had none requiring disclosure .
- Anti-hedging: Directors/officers/employees prohibited from short sales, derivatives, or hedging CMP securities .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual Board retainer | $85,000 | Paid in equity (quarterly installments) |
| Non-Executive Chairman supplemental retainer | $65,000 | Paid in equity (quarterly installments) |
| Committee chair/member retainers (annual) | Audit: Chair $27,500; Member $10,000. Compensation: Chair $22,500; Member $10,000. NCG: Chair $17,500; Member $7,500. EHS&S: Chair $17,500; Member $7,500. | Paid in equity; prorated by service dates |
| FY2024 director compensation policy | All non-employee director compensation in equity since Mar 29, 2023 | No change vs FY2023; continued for 2025 |
| FY2024 Compensation (Reece) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Non-Executive Chairman | 0 | 409,489 | 409,489 |
CMP pays all non-employee director compensation in equity; no cash director fees for FY2024 .
Performance Compensation
| Equity Award | Annual Value | Vesting | Notes |
|---|---|---|---|
| Standard director equity (RSUs/DSUs/common stock) | $120,000 | Vests at earlier of next annual meeting (if ≥50 weeks post-grant) or 1-year anniversary | Dividend equivalents paid on RSUs/DSUs |
| Non-Executive Chairman supplemental equity | $105,000 | Same vesting terms | For Chairman role |
| 2025 planned awards (post-AGM) | $225,000 (Reece); $120,000 (other non-employee directors) | Per Director Compensation Policy | Determined using closing price on grant date |
| Deferral elections | Directors may defer compensation into DSUs | DSUs accrue dividend equivalents, vest immediately when granted via deferrals; distributed upon board departure or elected dates | Aligns with ownership |
- FY2024 instrument mix detail for Reece included 23,560 DSUs (grant-date counts; RSU/DSU mix disclosed across directors) .
- Plan provisions: Minimum 1-year vesting with limited exceptions; administrator may waive vesting upon Change in Control, death, disability, or retirement; annual non-employee director compensation capped at $700,000 under the 2020 Plan as amended, with limited extraordinary exceptions .
Performance metrics are not used for director equity awards; CMP’s performance-linked metrics apply to executives (MAIP includes safety/TRIR and DBIE goals) .
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Compensation Committee interlocks | None in FY2024; no member was a current/former CMP officer nor involved in disclosable related transactions |
| Related-party transactions | None requiring disclosure in FY2024 |
Expertise & Qualifications
- Skills/attributes: Business/Functional Leader; Financial Expert; Industry Knowledge; International Business; Risk Management; Sales/Marketing; Strategy/M&A .
- Audit Committee financial literacy and expert qualification affirmed .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Joseph E. Reece | 54,824 | <1% | As of Jan 6, 2025; based on 41,465,485 shares outstanding |
| RSUs/PSUs vesting within 60 days | — | — | None noted in 60-day window for Reece |
- Stock Ownership Guidelines: Non-employee directors must hold 5× annual cash retainer; compliance period 5 years; as of Dec 2024, all directors/executives complied or were within window .
- Anti-hedging policy prohibits hedging and derivative transactions in CMP securities .
- Pledging: No pledging disclosures; none indicated in FY2024 ownership section .
Governance Assessment
- Strengths: Independent Non-Executive Chairman with defined authority, robust committee engagement (Audit, Compensation, NCG), and financial expert designation; board executes regular executive sessions and annual evaluations; strong anti-hedging posture and ownership guidelines; no related-party transactions or committee interlocks disclosed in FY2024 .
- Alignment: 100% equity-based director compensation (retainers and annual grants), including deferral options into DSUs; Chairman receives supplemental equity consistent with role; 2025 awards continue alignment structure; guideline compliance supports skin-in-the-game .
- Engagement: Board/committee meeting cadence is high (Board 13; Audit 9; Comp 7; NCG 5 in FY2024); each director ≥75% attendance; Reece leads executive sessions and evaluation processes as Chairman .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/derivative activity, committee interlocks, or attendance shortfalls. Monitor for potential information flow interlocks via external boards (e.g., NCR Atleos) though no CMP-specific conflicts disclosed in FY2024 .