Lori Walker - Director | COMPASS MINERALS INTERNATIONAL (CMP) Executive Profile & Compensation

About Lori A. Walker

Lori A. Walker (age 67) is an independent director of Compass Minerals (CMP) since 2015; she chairs the Audit Committee and serves on the Environmental, Health, Safety & Sustainability (EHS&S) Committee. A retired CFO and SVP of The Valspar Corporation, Walker is designated an Audit Committee financial expert and brings deep finance, risk management, and M&A expertise; she also serves on the boards of Constellium N.V. and Hayward Holdings, Inc., and on the private board of Southwire Company, LLC .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Valspar Corporation	Chief Financial Officer & SVP	2008–2013	Led Finance, IT, Communications; strategic planning, M&A
The Valspar Corporation	VP, Controller & Treasurer	2004–2008	Financial controls and systems leadership
The Valspar Corporation	VP & Controller	2001–2004	Financial controls
Honeywell, Inc.	Roles of increasing responsibility incl. Director of Global Financial Risk Management	20 years (pre-2001)	Global financial risk management

External Roles

Organization	Role	Notes
Constellium N.V.	Director	Public company board service
Hayward Holdings, Inc.	Director	Public company board service
Southwire Company, LLC	Director	Private company board service

Board Governance

Independence: Board determined Walker to be independent under NYSE standards; non-independent directors are CEO Dowling and Koch designees Holtzman and Wagnon .
Committees: Audit (Chair); EHS&S (Member) .
Audit Committee financial expert: Board determined Walker is an “Audit Committee financial expert” under SEC rules .
Attendance and engagement: In FY2024, each current director attended at least 75% of board and committee meetings; independent directors held executive sessions after each meeting .
Board structure and refresh: Non-executive Chairman (Joseph E. Reece); term limits for non-employee directors set at 8–12 years (adopted 2021) .

Committee	Role	FY2024 Meetings
Audit	Chair	9
EHS&S	Member	4
Board (overall)	Director	13

Fixed Compensation (Non-Employee Director)

Component	Policy/Amount	Form/Notes
Annual Board Retainer	$85,000	Paid in equity, in quarterly installments
Audit Committee Chair Retainer	$27,500	Paid in equity
EHS&S Committee Member Retainer	$7,500	Paid in equity
Annual Equity Grant	$120,000	Granted once per year; RSUs/DSUs/common stock at director election
Deferral election	Available	Directors may defer compensation into DSUs; DSUs accrue dividend equivalents; distributed upon board departure or elected dates

FY2024 director compensation realized/granted:

Stock awards (grant-date fair value): $242,413 for Walker; comprised of 8,603 DSUs and 5,685 RSUs granted during FY2024 (all director compensation delivered in equity) .

Performance Compensation

Item	Directors
Performance-conditioned awards	None; director equity is time-based (annual RSUs/DSUs/common shares)
Vesting	Earlier of next annual meeting (≥50 weeks after grant) or one-year anniversary

Note: Non-employee directors at CMP do not receive performance-based incentives; all fees and annual grants are equity-settled to align interests, with no performance metrics applied to director pay .

Other Directorships & Interlocks

Current public company boards: Constellium N.V.; Hayward Holdings, Inc. .
Private company boards: Southwire Company, LLC .
Committee overload check: CMP policy restricts audit committee members from serving on more than two other public company audit committees; Board reports no audit committee member exceeds this limit .
Related-party exposure: Governance Committee reviews related-party transactions; CMP disclosed no related-person transactions requiring disclosure in FY2024 .

Expertise & Qualifications

Financial executive with broad knowledge of financial controls and systems; strategic planning; M&A/divestitures/alliances; active service as audit committee chair of a public and a private company .
Designated Audit Committee financial expert; expertise extends to risk management and IT infrastructure understanding .

Equity Ownership

Measure	Detail
Total beneficial ownership	36,525 shares of CMP common stock as of Jan 6, 2025
RSUs vesting within 60 days (included in beneficial ownership methodology)	5,685 RSUs listed for Walker in RSU/PSU table footnote context
Stock ownership guidelines (directors)	5x annual cash retainer; compliance within 5 years of joining board
Compliance status	As of Dec 2024, all directors met their guidelines or were within the five-year compliance window
Hedging/pledging	Prohibited for directors; anti-hedging and anti-pledging policy in place

Governance Assessment

Strengths: Independent Audit Chair designated as financial expert; strong committee workload discipline; robust anti-hedging/anti-pledging and clawback frameworks; director compensation fully equity-settled, aligning interests; independent chair structure and executive sessions support board independence and oversight .
Attendance/engagement: ≥75% attendance threshold achieved by all current directors in FY2024; regular executive sessions after each board and committee meeting enhance oversight .
Shareholder alignment signals: Say-on-pay support around 94% in 2024 (reported as 94.1% in the summary; 93.8% in CD&A), indicating broad investor approval of compensation governance .
Watch items: Director term limits (8–12 years) suggest planning for eventual Audit Chair succession (Walker joined in 2015), though current expertise and service remain within policy .

Additional notes: The Audit Committee’s report is signed by Walker as Chair, evidencing active leadership in financial reporting, internal controls, and auditor oversight . CMP disclosed no related-party transactions requiring disclosure in FY2024 and maintains majority voting, proxy access, and regular board evaluations—supportive of board effectiveness and investor confidence .