Vance Holtzman
COMPASS MINERALS INTERNATIONALAbout Vance O. Holtzman
Vance O. Holtzman (age 51) is a director of Compass Minerals International, Inc. (CMP) since 2024. He is Senior Vice President of Investments at Koch Minerals & Trading (KM&T) since 2018 and previously served as CFO of Koch Minerals from 2012 to 2018; he joined Koch in 2004. The proxy highlights his financial expertise, extractive industry experience, and M&A background; he serves on the boards of KOMSA, Onyx Coal, PQ Chemicals and Hybar Steel .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koch Minerals & Trading (KM&T) | Senior Vice President of Investments | 2018–present | Investment leadership; M&A expertise |
| Koch Minerals | Chief Financial Officer | 2012–2018 | Led Finance, IT, Accounting, Tax, Risk Management |
| Koch Industries subsidiaries | Various roles | 2004 onward | Increasing responsibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KOMSA | Director | Not disclosed | Not disclosed |
| Onyx Coal | Director | Not disclosed | Not disclosed |
| PQ Chemicals | Director | Not disclosed | Not disclosed |
| Hybar Steel | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: Holtzman is not independent under NYSE standards; he was designated for appointment by Koch Minerals & Trading LLC, CMP’s largest stockholder .
- Committee assignments: He is not listed as a member of any standing Board committee (Audit, Compensation, Nominating/Corporate Governance, EHS&S) as of the proxy; current committee memberships exclude him .
- Attendance and engagement: The Board held executive sessions after each Board and committee meeting; each current director attended at least 75% of Board and committee meetings (Board and committee meetings held in FY2024: Audit 9, Compensation 7, NCG 5, EHS&S 4). Executive sessions followed each meeting .
- Director elections (signal): In the March 6, 2025 annual meeting, Holtzman received 27,558,874 votes FOR, 3,440,876 AGAINST, 30,582 ABSTAIN, with 5,335,285 broker non-votes—among the higher “AGAINST” tallies versus other nominees, a potential investor skepticism signal .
Fixed Compensation
| Component | Standard Amounts | Holtzman Treatment | Notes |
|---|---|---|---|
| Annual Board retainer | $85,000 (delivered in equity, quarterly) | Not paid | KM&T designees (including Holtzman) do not receive director compensation; only expense reimbursement |
| Committee chair retainers | Audit $27,500; Compensation $22,500; NCG $17,500; EHS&S $17,500 (equity) | Not applicable | Not on committees |
| Committee member retainers | Audit $10,000; Compensation $10,000; NCG $7,500; EHS&S $7,500 (equity) | Not applicable | Not on committees |
| Non-Executive Chairman supplemental retainer | $65,000 (equity) | Not applicable | Applies to Chairman only |
| Annual equity grant | $120,000 equity (RSUs/DSUs/common) | Not paid | KM&T designees receive no director compensation |
| Chairman supplemental equity | $105,000 equity | Not applicable | Applies to Chairman only |
| Deferral elections | DSUs accruals permitted for directors | Not applicable | Holtzman not receiving comp |
On March 29, 2023, CMP determined all non-employee director compensation would be delivered in equity; amounts for FY2024 remained unchanged from FY2023 .
Performance Compensation
| Metric | Applies to Directors? | Details |
|---|---|---|
| Performance-based equity metrics | No | Director equity is time-based annual grants; no disclosed performance metrics tied to director awards |
| MAIP/PSU metrics (executives) | Not applicable to directors | Executive PSU metrics include Free Cash Flow, Unit Cost, TRIR, ESG; not relevant to director pay |
Other Directorships & Interlocks
| Relationship | Detail | Governance Consideration |
|---|---|---|
| KM&T designation rights | KM&T (Koch) invested $252M (Oct 18, 2022) and holds board designation rights; initially designated Jon Chisholm and Shane Wagnon; designated Holtzman to replace Chisholm | Structural influence by a 5%+ holder; potential conflicts managed via related-party policy |
| Koch Industries stake | Koch beneficial ownership 7,034,609 shares (16.96% as of Jan 6, 2025) | Concentrated ownership; board representation by designees |
Expertise & Qualifications
- Financial expertise; extractive industries experience; M&A/investments .
- Business leadership; risk management; international business .
Equity Ownership
| Item | Disclosure |
|---|---|
| Beneficial ownership (Holtzman) | Not individually enumerated in the 2025 stock ownership table; directors’ reported holdings include RSUs vesting within 60 days and DSUs |
| Major holders | Koch Industries: 7,034,609 shares (16.96%); BlackRock: 4,839,784 (11.67%); Vanguard: 3,157,214 (7.61%); SailingStone: 4,772,073 (11.51%) |
| Ownership guidelines | Non-employee directors must hold 5x annual cash retainer; compliance required within 5 years; as of Dec 2024, all directors were compliant or within window |
| Anti-hedging/pledging | Directors prohibited from hedging and pledging company stock |
Governance Assessment
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Strengths:
- Clear disclosure of KM&T designation and independence status; robust governance structures (separate Chairman/CEO; annual evaluations; executive sessions) .
- Anti-hedging/pledging policy and stock ownership guidelines bolster alignment .
- Related-party review process; no related-person transactions disclosed for FY2024 .
-
Risks/RED FLAGS:
- Not independent; designee of the largest shareholder (Koch/KM&T). This concentration of influence creates potential conflicts in matters involving Koch-affiliated entities or strategic decisions affecting KM&T’s interests .
- Elevated shareholder opposition in 2025 director election relative to peers (3.44M votes AGAINST), a signal of investor concern about independence or perceived conflicts .
- Service on boards of several industrial entities (KOMSA, Onyx Coal, PQ Chemicals, Hybar Steel) may present interlocks; while no specific related-party transactions were disclosed for FY2024, ongoing monitoring is warranted .
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Shareholder feedback and say-on-pay context:
- 2025 say-on-pay approval: 28,722,853 FOR; 2,175,126 AGAINST; 132,353 ABSTAIN; 5,335,285 broker non-votes .
- CMP’s 2024 outreach engaged holders representing ~74% of shares; feedback emphasized ownership alignment and cash flow/cost metrics; board responded by delivering all director compensation in equity and adding cash flow/cost metrics in incentive plans .
Overall, Holtzman brings relevant industry and financial expertise but is a non-independent KM&T designee without CMP-paid director compensation. This structure reduces direct pay alignment with minority shareholders and places emphasis on his representation of Koch’s interests, underscoring the importance of vigilant related-party oversight, transparent committee exclusion, and continued shareholder engagement to maintain investor confidence .