Sandra Kowaleski
About Sandra L. Kowaleski
Sandra L. Kowaleski (age 61) has served as an independent director at Core Molding Technologies since September 21, 2020. She is SVP & Chief Operations Officer at Hexion Corporation, leading global operations, EHS, and end‑to‑end supply chain across 25+ facilities; she holds a B.S. in Chemical Engineering from The Ohio State University. Her core credentials include global operational optimization, acquisition due diligence and integration, and advanced materials and molding expertise; the Board’s skills matrix flags her strengths in Manufacturing, Management, Finance, M&A, Strategy, and Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hexion Corporation | SVP & Chief Operations Officer | Current (date not specified) | Leads global operations, EHS, end‑to‑end supply chain across 25+ facilities |
| Stanley Black & Decker | Senior operations roles | Dates not specified | Strategic footprint optimization; Greenfield start-up in Mexico; led manufacturing for Outdoor and Hand Tools; post‑MTD integration and electrification strategy |
| Momentive Performance Materials | Global Operations Leader | 2015–2020 | Operations leadership in silicones/advanced materials; industries: aerospace/auto/transport/electronics/semiconductors |
| Minerals Technologies | Vice President – Global Operations | Dates not specified | Executive-level operations leadership |
| OMNOVA Solutions/GenCorp | VP, GM – Functional Coatings & Manufacturing Operations | Dates not specified | Executive-level business leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OMNOVA Foundation | Board of Trustees | Prior | Trustee service (non-profit) |
| The Ohio State University (Industrial Systems & Welding Engineering) | Advisory Board Member | Prior | Academic advisory role |
| GmbH (unspecified) | Managing Director | Prior | Managing Director role; company not named |
Board Governance
- Committee leadership: Chair, Nominating & Corporate Governance Committee; members include Kowaleski (Chair), Cellitti, Hellmold, Jauchius; 100% independent; eight meetings held in 2024 .
- Independence: Board determined Kowaleski and all nominees other than the CEO are independent under NYSE American standards .
- Attendance: Board met nine times in 2024; all directors attended 85% or more of Board and applicable committee meetings .
- Other committees: Audit Committee (Chair Jauchius; Hellmold, Smith) met four times in 2024; Compensation Committee (Chair Smith; Cellitti, Hellmold, Miñarro) met two times; Kowaleski is not listed as a member on these committees .
- Board leadership: Independent Chairman; declassified Board with annual elections; “plurality plus” resignation policy for high withhold votes; anti‑hedging/anti‑pledging; clawback policies; independent compensation consultant .
Fixed Compensation
| Component | Amount ($) | Basis/Notes |
|---|---|---|
| Annual Director Fee (excluding Chairman) | 81,500 | Paid quarterly |
| Nominating & Corporate Governance Committee Chair Fee | 5,000 | Annual chair fee |
| Fees Earned by S. Kowaleski (2024) | 85,130 | Actual cash fees paid in 2024 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (time‑vested) | March 2024 | 4,367 | 83,759 | Directors age ≤64 vest in three equal annual installments from grant; age ≥65 vest one year post‑grant; accelerates upon death, disability, or change‑in‑control. Kowaleski is 61, thus 3‑year equal vesting applies | None disclosed for directors; awards are time‑based |
No option awards, PSUs, meeting fees, bonuses, pensions, or perquisites are reported for non‑employee directors in 2024; omitted columns include Bonus, Non‑Equity Incentive, Pension/Deferred Compensation, All Other Compensation .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Kowaleski in the proxy .
- Compensation committee interlocks: None in 2024; members had no relationships requiring Item 404 disclosure; independent consultant (Pearl Meyer) engaged; no non‑compensation fees paid to the consultant .
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Manufacturing | Skills matrix “X”; global operations leadership |
| Management | Skills matrix “X”; SVP/COO roles |
| Finance, Accounting & Budgeting | Skills matrix “X” |
| Mergers & Acquisitions | Skills matrix “X”; integration/due diligence experience |
| Strategy | Skills matrix “X” |
| Corporate Governance | Skills matrix “X”; Chair of Nom/Gov Committee |
| Education | B.S. Chemical Engineering, The Ohio State University |
Equity Ownership
| Measure | Shares | Percent of Class | Notes |
|---|---|---|---|
| Common stock – sole voting/investment power | 17,095 | <1% | Direct ownership |
| Common stock – shared voting/investment power | 12,400 | <1% | Shared with her father |
| Restricted stock – unvested | 13,540 | <1% | Subject to future vesting |
| Total beneficial ownership | 43,035 | <1% | Based on 9,258,054 shares outstanding (March 21, 2025) |
| Ownership guidelines | 3× cash compensation | — | Five‑year accumulation from first equity award; all directors met as of Dec 31, 2024, except Miñarro (begins March 2029) |
| Hedging/Pledging policy | Prohibited | — | Anti‑hedging and anti‑pledging for directors |
Additional Shareholder Signals
- 2025 director election votes: Kowaleski received 5,846,608 “For” and 558,947 “Withheld” (broker non‑votes 1,059,247), the highest withhold total among nominees in 2025; all nominees were elected .
- 2025 Say‑on‑Pay (advisory): 6,138,080 For; 109,065 Against; 158,410 Abstain; broker non‑votes 1,059,247 .
Governance Assessment
- Strengths: Independent director; chairs a key governance committee with active cadence (eight meetings in 2024); strong operations/advanced materials expertise aligned to CMT’s manufacturing profile; meets stock ownership guidelines; Board policies include anti‑hedging/pledging and clawbacks; independent committees and chair roles bolster oversight .
- Alignment: Director compensation mixes cash retainer with time‑vested equity roughly aligned to annual cash compensation; ownership guideline at 3× cash comp supports long‑term alignment .
- Engagement: Board and committee attendance threshold met (≥85%); Board met nine times; Nom/Gov eight meetings indicate sustained engagement on governance and director pipeline .
- Conflicts/Related‑party exposure: No related‑party transactions exceeding $120,000 in 2024; compensation committee interlocks absent; independent consultant used without ancillary fees; anti‑pledging reduces collateralization risks .
- Watch items (RED FLAGS): Elevated withhold votes in 2025 relative to peers may indicate investor scrutiny of governance or board composition; continued monitoring of shareholder feedback and engagement disclosures is warranted .