Shane Wagnon
COMPASS MINERALS INTERNATIONALAbout Shane T. Wagnon
Shane T. Wagnon (age 41) has served on the Compass Minerals (CMP) Board since 2022. He is Vice President of Trading and Terminals at Koch Carbon, LLC (a subsidiary of Koch Industries) and was previously General Manager of Koch’s Global Sulfur business; he joined Koch via its INVISTA subsidiary in 2004 . He is not independent under NYSE standards because he was designated for appointment by Koch Minerals & Trading LLC (KM&T), CMP’s largest stockholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koch Carbon, LLC | General Manager, Global Sulfur | 2012–2019 | Led commercial operations serving miners and fertilizer/chemical producers |
| Koch/INVISTA | Business development roles (capital projects, M&A, corporate restructuring, PE partnerships, tax-equity investments) | 2004–2012 | Strategic planning and transaction execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Koch Carbon, LLC | Vice President, Trading & Terminals | 2019–present | Energy/manufacturing expertise; commercial negotiations |
Board Governance
- Independence: Not independent; designated by KM&T (largest stockholder) .
- Committee assignments: Not listed as a member of Audit, Compensation, Nominating/Corporate Governance (NCG), or EHS&S; current committee rosters exclude Wagnon .
- Attendance and engagement: Each current director attended at least 75% of Board and applicable committee meetings; independent directors held executive sessions after each Board and committee meeting .
- Board practices: Non-Executive Chairman (Joseph E. Reece); annual evaluations of Board/committees/directors; proxy access; director term limits (8–12 years); anti-hedging/anti-pledging policies; robust risk oversight across committees .
Fixed Compensation
Non-employee director compensation at CMP is generally all equity (retainer and annual grant). However, under the KM&T Stock Purchase Agreement, Koch-designated directors (including Wagnon) do not receive director compensation; they receive reimbursement for reasonable travel and documented out-of-pocket expenses.
| Component | Amount/Status |
|---|---|
| Annual Board retainer (cash) | $0 (KM&T designee policy) |
| Committee chair/member fees | $0 (KM&T designee policy) |
| Reimbursement | Reasonable travel and documented out-of-pocket expenses reimbursed |
| 2025 director pay program change | No change; program remains equity-based for non-KM&T directors |
Performance Compensation
CMP’s non-employee director pay is all equity for regular directors (annual RSU/DSU grants and quarterly equity retainers), but Koch-designated directors receive none.
| Element | Wagnon |
|---|---|
| Annual equity grant (RSUs/DSUs) | $0 (KM&T designee policy) |
| Quarterly equity retainer | $0 (KM&T designee policy) |
| Vesting schedule | Not applicable (no awards) |
For context: standard director annual equity value = $120,000; Chairman supplemental equity = $105,000 (applies to regular non-employee directors, not KM&T designees) .
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| Koch Minerals & Trading LLC (KM&T) | Largest shareholder/interlock | KM&T/affiliates owned ~16.96% as of Jan 6, 2025; KM&T has rights to appoint two designees to CMP’s Board (Wagnon and another), subject to standstill, voting obligations, preemptive and registration rights under a Stock Purchase Agreement . |
| Public company boards (current) | None disclosed | Wagnon’s biography does not list other public boards . |
Expertise & Qualifications
- Business leader with energy/manufacturing experience and strategic planning/M&A background .
- Operations/EH&S and sales/marketing expertise; risk management experience .
- Qualifications summarized by CMP: Business/Functional Leader; Industry Knowledge; Operations/EH&S; Sales & Marketing; Risk Management; Strategy/M&A .
Equity Ownership
- Individual beneficial ownership: Not disclosed for Wagnon in the stock ownership table; the table covers NEOs and selected directors but does not enumerate Wagnon by name .
- Policies: Directors are subject to stock ownership guidelines (5x annual cash retainer; compliance within five years), with all directors/executives in compliance or within the window as of Dec 2024; hedging and pledging are prohibited .
Insider Trades
| Filing | Date | Key points |
|---|---|---|
| Form 4 (Koch Industries affiliates related to KM&T) | Aug 2, 2024 | Discloses KM&T beneficial ownership in CMP and references designation of Shane Wagnon to CMP’s Board . |
Governance Assessment
- Strengths: CMP’s governance framework features an independent Non-Executive Chairman, fully independent key committees (Audit, Compensation, NCG), annual director/committee evaluations, proxy access, term limits, anti-hedging/anti-pledging policies, and clear related-party transaction review; no related-party transactions required disclosure in fiscal 2024 . Shareholder say-on-pay support was strong (~93.8% in 2024), and director stock ownership guidelines are in place .
- Risks/RED FLAGS:
- Not independent: Wagnon is a KM&T designee; two KM&T designees on an 8-member Board reduces independent representation (independent 62.5%) and increases potential for major shareholder influence .
- Interlock exposure: KM&T holds ~17% and has rights under the Stock Purchase Agreement (appointment rights, standstill, information rights), creating ongoing related-party oversight needs .
- Compensation optics: Wagnon receives no director compensation, which limits direct pay-for-performance alignment via CMP equity and may reduce personal “skin in the game”; CMP notes all directors meet or are within window for ownership guidelines but does not disclose Wagnon’s share count .
- Mitigants: NCG Committee (independent) reviews and approves any related-party transactions; none required disclosure in fiscal 2024; committees hold executive sessions; robust policies and clawbacks in place .
Implication: Investors should monitor KM&T influence (votes, information rights, designee roles) and any transactions involving Koch-related entities; while CMP’s governance scaffolding is strong, Wagnon’s non-independent status and lack of CMP director compensation/ownership disclosure warrant continued scrutiny for alignment and conflicts .