Richard Dealy

About Richard P. Dealy

Richard P. Dealy, age 58, has served as an independent director of Compass Minerals (CMP) since 2022. He is Vice President – Permian Basin at ExxonMobil (since May 2024), and previously served as CEO of Pioneer Natural Resources (Jan–May 2024), President & COO (2020–2023), and EVP & CFO (2004–2020). A Certified Public Accountant (CPA), Dealy is Compass Minerals’ Compensation Committee Chair and a member of the Audit Committee, and is designated an Audit Committee financial expert by the Board .

Past Roles

External Roles

Board Governance

• Independence and roles:
  • Independent director; Compensation Committee Chair; Audit Committee member; Audit Committee financial expert .
• Attendance and engagement:
  • During fiscal 2024, each current director attended at least 75% of all Board and committee meetings on which they served; independent directors held executive sessions after each Board and committee meeting . The Board held 9 meetings; Audit 9; Compensation 7; EHS&S 4; Nominating/Corporate Governance 5 .
• Governance practices:
  • Term limits (8–12 years), majority voting with resignation policy, proxy access, anti-hedging/pledging, annual evaluations, robust stock ownership guidelines; all directors in compliance or within window as of Dec 2024 .
• Related-party/Conflicts:
  • No related-person transactions requiring disclosure in fiscal 2024. Dealy is not a Koch Minerals & Trading (KM&T) designee (Koch has two designees); Board affirms independence for Dealy under NYSE standards .

Fixed Compensation (Director Pay Structure)

• Structure: Since Mar 29, 2023, all non-employee director compensation is delivered in equity (no cash), including the $85,000 annual board retainer and committee retainers; annual equity grant of $120,000; Non-Executive Chair receives an additional $105,000 equity award. 2025 program unchanged .
• Committee retainers (FY2024):

• Dealy’s FY2024 director compensation:

Performance Compensation (Director)

• Non-employee director awards are time-vested RSUs/DSUs; no performance metrics apply to director equity. Annual director equity awards generally vest at the next annual meeting (≥50 weeks) or one-year anniversary; dividend equivalents accrue on RSUs/DSUs when declared .

Other Directorships & Interlocks

• Other public company boards: None disclosed for Dealy in CMP proxy filings .
• Compensation committee interlocks: None in fiscal 2024 across the company’s committee memberships .

Expertise & Qualifications

• Financial expert (SEC definition) on CMP’s Audit Committee; CPA; extensive M&A/strategy, operating and managerial experience in complex businesses; ESG strategy experience. Skills matrix includes Business/Functional Leadership, Financial Expert, Risk Management, Strategy/M&A, Industry knowledge, Operations/EH&S, Sales/Marketing, International business .

Equity Ownership

• Beneficial ownership (as of Jan 6, 2025): 19,165 shares (<1% of outstanding) .
• Equity within 60 days: 5,685 RSUs counted for directors’ near-term vesting; table attributes RSUs/PSUs line item for Dealy of 5,685 .
• Ownership policy: Non-employee directors must hold 5x annual cash retainer (5-year window). As of Dec 2024, all directors are compliant or within their compliance window .
• Anti-hedging/pledging: Directors are prohibited from hedging or pledging CMP securities .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay: Approved with 93.8% support; Compensation Committee (chaired by Dealy) engaged with holders and reoriented metrics toward cash flow/returns, added MAIP metrics for cash flow/cost, and continued all-equity director pay .
• 2025 annual meeting outcomes (Item 5.07):
  • Say-on-pay vote results: For 28,722,853; Against 2,175,126; Abstain 132,353; Broker non-votes 5,335,285 .
  • Dealy’s re-election: For 29,064,867; Against 1,937,568; Abstain 27,897; Broker non-votes 5,335,285 .

Compensation Committee Analysis (as it relates to Dealy’s chair role)

• Program direction changes (FY2024–FY2025):
  • MAIP: Emphasis on Adjusted Free Cash Flow (FY2024) shifting to Adjusted Operating Cash Flow (FY2025) .
  • PSUs: FY2024 replaced rTSR with Free Cash Flow, unit cost control/reduction, TRIR, ESG (equal 50% RSUs/50% PSUs). FY2025 narrowed to Free Cash Flow (50%) and ROCE (50%) with a ±20% rTSR modifier .
  • Weather Impact Benchmark Adjustment (WIBA) applied to MAIP financial targets to neutralize winter weather variability (FY2024 WIBA –$48.5m to both Adjusted EBITDA and Adjusted FCF targets) .
• Investor feedback and response: Investors asked for more ownership by Board/management and stronger cash flow/cost metrics; Committee added cash flow/capex/cost to MAIP and focused PSU metrics on FCF and ROCE in FY2025 .

Related Party Transactions (Conflicts)

• Fiscal 2024: No related-party transactions requiring disclosure .
• KM&T (Koch) board designees disclosed separately; Dealy is not a KM&T designee .

Governance Assessment

• Strengths:
  • Independent director; chairs Compensation Committee and serves on Audit as an audit committee financial expert—strong finance rigor and alignment with shareholder priorities on cash flow/returns .
  • Robust governance policies (majority voting, term limits, anti-hedging/pledging, ownership guidelines), with directors compliant or within window .
  • High say-on-pay support (≈94% in 2024), with documented investor engagement and responsive metric design shifts .
  • Director pay fully in equity since 2023 enhances alignment; no cash retainers paid in 2024 .
• Watch items:
  • Time commitments: Senior operating role at ExxonMobil; Board policies cap external board seats and audit committee loads; no overboarding or audit committee overload disclosed for Dealy .
  • MAIP WIBA adjustments reduce weather noise but can be scrutinized by investors; company discloses methodology and adjustments (–$48.5m FY2024) .
• No red flags disclosed:
  • No related-party transactions, no compensation committee interlocks, and anti-pledging/hedging in place .

Overall, Dealy brings deep financial and operating expertise and leads a compensation program that has pivoted toward cash flow and capital returns—aligning with investor feedback—while maintaining strong governance practices and equity-aligned director pay .