Luther Kissam
Director at DD
Board
About Luther C. Kissam IV
Age 60; independent director at DuPont de Nemours, Inc. since June 2019. Senior Advisor at Bernhard Capital Partners Management LP (Partner Jan 2021; Senior Advisor since Sept 2023). Former Chairman, President and CEO of Albemarle Corporation; prior roles include Vice President, General Counsel and Corporate Secretary, and Senior Vice President, Manufacturing and Law. Current public boards: OGE Energy Corp. (since 2020) and Advanced Drainage Systems, Inc. (since 2024). Skills cited: leadership, global business, corporate finance, safety, risk oversight, M&A, management and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albemarle Corporation | Chairman of the Board | 2016–June 2020 | Led global specialty chemicals during significant growth and portfolio management . |
| Albemarle Corporation | President & CEO | Sept 2011–June 2020 | Strategic leadership across lithium, bromine, refining catalysts businesses . |
| Albemarle Corporation | President | Mar 2010–Sept 2011 | Executive leadership prior to CEO appointment . |
| Albemarle Corporation | Senior VP, Manufacturing & Law; Corporate Secretary | Jan 2008–Mar 2010 | Oversight of manufacturing and legal functions . |
| Albemarle Corporation | VP, General Counsel & Corporate Secretary | 2003–Jan 2008 | Legal leadership . |
| Merisant Company | President, General Counsel & Secretary | Pre-2003 (prior to Albemarle) | Leadership in consumer products; legal and corporate governance . |
| DowDuPont (ex-officio) | Specialty Products Advisory Committee member; ex-officio Board member | Apr 2018–June 2019 | Advisory role during portfolio transition . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bernhard Capital Partners Management LP | Senior Advisor (Partner prior) | Partner Jan 2021; Senior Advisor since Sept 2023 | Strategic advisory; private equity operations . |
| OGE Energy Corp. | Director | Since 2020 | Board service; committee roles not disclosed in DD proxy . |
| Advanced Drainage Systems, Inc. | Director | Since 2024 | Board service; committee roles not disclosed in DD proxy . |
Board Governance
- Independence: Independent under NYSE and company guidelines; all committee members (Audit, People & Compensation, Nominating & Governance, EHS&S) are independent .
- Committees: Audit; Nominating & Governance (no chair roles) .
- Attendance: In 2024 the Board held 12 meetings; Committees held 24. All incumbent directors attended >75% of Board+committee meetings; all nominated directors attended the 2024 Annual Meeting .
- Executive sessions: Nine executive sessions of the Board in 2024, chaired by Lead Director .
- Director stock ownership practice: Non-employee directors required to hold company-granted shares until retirement; equity awards held until retirement .
- Outside board limits: Max four public company boards for non-executive directors; Kissam serves on two, within guideline .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 130,000 | Paid quarterly; no chair fees applicable to Kissam in 2024 . |
| Committee Chair Fees (Schedule) | Audit 35,000; Compensation 25,000; Other committees 20,000 | Not applicable (not a chair) . |
| Lead Director Fee (Schedule) | 50,000 | Not applicable. |
| 2024 Cash Fees (Kissam) | 130,000 | |
| All Other Compensation (Kissam) | 300 | Insurance premiums and legacy charitable plan accruals |
| Total 2024 Director Compensation (Kissam) | 300,328 | Cash + equity + other |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Price | Grant Date Fair Value ($) | Vesting/Holding |
|---|---|---|---|---|---|
| Annual RSU grant (Non-employee directors) | June 5, 2024 | 2,109 | 80.62 | 170,028 | Transfer limited; directors generally hold until retirement . |
| Outstanding Stock Awards (Kissam as of 12/31/2024) | — | 17,113 | — | — | Outstanding director stock units held until retirement . |
- Options: Company does not currently grant stock options and has not granted options since FY2022; no intent to reintroduce options .
- Performance metrics applicable to directors: None disclosed; director equity is time-based RSUs with holding requirements, not PSU-linked to operating metrics .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| OGE Energy Corp. | Utilities | Director | No DD-related transaction disclosed; DD policy reviews related-party transactions for materiality and independence . |
| Advanced Drainage Systems, Inc. | Industrials | Director | No DD-related transaction disclosed; amounts with companies of directors/officers not material and ordinary-course (below $1,000,000 or 2% thresholds) . |
Expertise & Qualifications
- Former CEO and Chairman in specialty chemicals; expertise in leadership, global business, corporate finance, safety, risk oversight, M&A, and corporate governance .
- Committee service on Audit and Nominating & Governance supports oversight of financial reporting, independence, conflicts, ethics, and governance processes .
Equity Ownership
| Holder | Current Shares Beneficially Owned | Rights to Acquire (e.g., director stock units) | Total | % of Shares Outstanding |
|---|---|---|---|---|
| Luther C. Kissam IV | 6,000 | 17,113 | 23,113 | <1% |
- Anti-hedging/anti-pledging: Directors and officers prohibited from hedging or pledging company securities; securities cannot be held in margin accounts .
- Director ownership holding: Directors required to hold company-granted shares and equity awards until retirement .
- Pledging: No pledging by directors disclosed; policy prohibits pledging .
Governance Assessment
- Strengths: Independent director; dual governance roles on Audit and Nominating & Governance; strong attendance and engagement; robust director holding requirements and anti-hedging/pledging policy; no material related-party transactions disclosed involving directors; say-on-pay support of 82.6% in 2024 indicates investor acceptance of compensation oversight .
- Compensation alignment: Cash-equity mix at $130k/$170k; equity delivered as RSUs with hold-until-retirement—aligns director interests with long-term shareholder value; no options or performance-conditioned director equity that could misalign incentives .
- Independence/conflict controls: Annual independence assessment; Related Person Transaction review with quantitative thresholds and recusal; committee oversight of ethics and conflicts lowers governance risk .
- Watch items (not RED FLAGS): External advisory role at Bernhard Capital Partners—monitor for any DD transactions with BCP-affiliated entities; multiple outside boards within guideline but track time commitments given Audit/NomGov workload (Audit held 8 meetings; NomGov held 5 in 2024) .
- RED FLAGS: None disclosed—no low attendance, no hedging/pledging, no director-specific related-party transactions, no legal proceedings adverse to the company, and no delinquent Section 16 reports for directors noted (late filings attributed to two executives) .