Leldon Echols
About Leldon E. Echols
Independent director since 2009; age 69. Former EVP and CFO of Centex Corporation (2000–2006) and previously a managing partner at Arthur Andersen LLP (1978–2000). Serves as Compensation Committee Chair, is an Audit Committee member and Executive Committee member, and is designated an Audit Committee “financial expert.” He is independent under NYSE standards and the Board reports all directors attended at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centex Corporation | EVP & CFO | 2000–2006 | Senior finance leadership; public company CFO experience |
| Arthur Andersen LLP | Managing Partner (various roles) | 1978–2000 | Audit/accounting leadership; deep financial reporting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Industries, Inc. | Director | Current | Public company board/governance experience |
| EnLink Midstream Manager, LLC | Director | Until acquisition by ONEOK (Jan 2025) | Midstream governance; prior GP board experience |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member; Executive Committee member; Audit Committee financial expert designation.
- Independence: Board determined Echols is independent; also independent for Audit and Compensation Committees.
- Attendance and engagement: The Board met 6 times in 2024; committees held Audit 6, Compensation 4, Nominating/Governance 4, EH&S/Public Policy 4, Finance 4, Executive 3; all directors attended at least 75% of meetings.
- Leadership structure: Independent Chair separate from CEO; regular executive sessions of independent directors.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash | $171,500 |
| Stock awards (RSUs granted Nov 13, 2024 for 2025 service) | $160,008; 3,772 RSUs; vest Dec 1, 2025 (or next business day) |
| Total | $331,508 |
- Director compensation framework (unchanged for 2025): Annual cash retainer $120,000; Chair/Member retainers by committee (e.g., Compensation Chair $20,000; Audit Member $17,500); annual RSU grant ~$160,000, granted in Q4 prior year; dividend equivalents paid in cash on outstanding RSUs; accelerated vesting upon change-in-control, death, disability or retirement.
- Nonqualified deferral programs are available to directors; 2024 participants listed did not include Echols.
Performance Compensation
Directors do not receive performance-based equity (no PSUs) or bonus metrics; equity compensation is time-based RSUs with one-year vesting cadence for annual grants.
| Metric Category | Applies to Director Compensation? | Notes |
|---|---|---|
| TSR/ROCE PSUs | No | PSUs apply to executives; not used for directors |
| Annual cash bonus metrics | No | Directors receive retainers/fees, no annual performance bonus |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee Interlocks | None; Echols (Chair) served with Catalano, Fernandez, Myers; no related-party relationships requiring disclosure; no reciprocal committee service with other issuers. |
| Director independence constraints | Echols independent; Board screens independence annually. |
Expertise & Qualifications
- Financial reporting and audit expertise; qualifies as SEC-defined Audit Committee “financial expert.”
- Executive leadership background as public company CFO; broad governance experience across energy/midstream and industrial sectors.
- Risk oversight participation via Audit and Executive Committees; Compensation governance leadership as Committee Chair.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of Record Date; shares outstanding 188,407,394) | 61,543 shares (includes 57,771 in a family trust; Echols disclaims beneficial ownership except to pecuniary interest) |
| RSUs outstanding (granted Nov 13, 2024) | 3,772 RSUs (to vest Dec 1, 2025; may vest/settle within 60 days of Record Date under certain circumstances) |
| Hedging/pledging | Prohibited by company policy for directors and officers |
| Stock ownership guidelines | 5x annual Board cash retainer; all non-management directors compliant or within 5-year grace period as of Dec 31, 2024 |
Insider Trades
| Date | Type | Detail |
|---|---|---|
| January 2024 | Gifts to family trust | Two gift transfers; Section 16(a) ownership reports were filed late (administrative timing issue) |
Governance Assessment
- Strengths: Long-tenured independent director with deep finance/audit credentials; Chair of Compensation Committee with disclosed use of an independent consultant (Meridian) and annual independence assessments; robust anti-hedging/pledging policy and director stock ownership guidelines; attendance meets Board’s ≥75% threshold; no interlocks or related-party ties disclosed.
- Alignment: Annual director RSU grants and stock ownership requirements support shareholder alignment; dividend equivalents and accelerated vesting terms are standard for directors.
- Potential red flags: Minor—late Section 16(a) filings for two gift transfers in Jan 2024 (administrative), not indicative of trading or hedging; no pledging; no related-party transactions disclosed for Echols.
- Implications: Echols’ role as Compensation Committee Chair and audit financial expert enhances board effectiveness in pay governance and financial oversight; independence and lack of conflicts support investor confidence.