Gaurdie E. Banister Jr.
Director at DOW
Board
About Gaurdie E. Banister Jr.
Independent non-employee director of Dow Inc. since 2020; age 67 as of April 10, 2025. Former President & CEO of Aera Energy LLC (2007–2015) with prior senior leadership roles at Shell Oil across upstream operations, business development and technology; recognized for engineering and energy-sector expertise and advocacy for safe and inclusive workplaces. Current Board service includes Enbridge Inc. (since 2021) and Chair of the Board of Russell Reynolds Associates (private). Committees: Compensation and Leadership Development; Environment, Health, Safety & Technology (EHS&T) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aera Energy LLC | President & Chief Executive Officer | 2007–2015 | Led one of California’s largest E&P companies; deep energy operations and risk management expertise |
| Shell Oil Company | VP Upstream Asia Pacific; VP Upstream Americas; VP Business Development & Technology; President USA & EVP Shell Services EP Gas & Power; Offshore facilities engineer (entry) | Various (joined 1980) | Global upstream operations oversight, technology strategy, and enterprise risk; IT and brand/marketing exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enbridge Inc. | Director | Since 2021 | Public company directorship (energy infrastructure) |
| Russell Reynolds Associates | Chair of the Board | Current | Private leadership advisory and executive search firm |
| Tyson Foods | Director | 2011–Feb 2022 | Prior public company board |
| Marathon Oil | Director | 2015–2018 | Prior public company board (E&P) |
| Bristow Group | Director | 2017–2019 | Prior public company board (aviation services) |
Board Governance
- Committee assignments: Compensation and Leadership Development (member); EHS&T (member). Compensation Committee chaired by Jeff M. Fettig; members in 2024 included Samuel R. Allen, Gaurdie E. Banister Jr., Jeff M. Fettig, Jacqueline C. Hinman, Luis Alberto Moreno, Jill S. Wyant; 5 meetings held in 2024 . EHS&T Committee chaired by Jacqueline C. Hinman; membership includes Banister; 4 meetings held in 2024 .
- Independence: Dow maintains a robust structure comprised of independent directors; 12 of 13 director nominees are independent; committees chaired by independent directors; an independent Lead Director is elected annually .
- Attendance and engagement: In 2024, the Board held 6 regular and 2 special meetings (total 31 including committees). All directors attended more than 75% of Board and committee meetings; all attended the 6 regular Board meetings; average overall attendance >99%; all attended the April 11, 2024 annual meeting .
- Clawback oversight: Compensation Committee administers the Company’s Compensation Clawback Policy .
- Interlocks and insider participation: No Compensation Committee member was an officer or employee in 2024; no executive officers serve on boards/compensation committees of entities with interlocks to Dow’s Board or Compensation Committee .
- Related party transactions policy: Corporate Governance Committee reviews and approves potential related person transactions; directors with an interest recuse; only transactions in the best interests of shareholders are approved . Aggregate transactions with companies affiliated with directors/executives were reviewed and deemed immaterial (less than $1,000,000 or 2% of revenues, or ordinary course) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (cash) – Banister | $133,750 | Paid quarterly on annualized basis; eligible for voluntary deferral |
| Annual Board Retainer (as of Dec 31, 2024) | $135,000 | Increased by $5,000 in April 2024 |
| Committee Chair Retainer – Compensation (for chairs) | $25,000 | Not applicable to Banister (member) |
| Committee Chair Retainer – Audit (for chairs) | $30,000 | Not applicable to Banister |
| All Other Committee Chairs Retainer | $20,000 | Not applicable to Banister |
| Lead Director Retainer | $40,000 | Not applicable to Banister |
- Deferred compensation: Non-employee directors may elect to defer cash fees into accounts linked to (i) a rate based on a 60-month rolling average 10-year U.S. Treasury yield plus Dow credit spread, (ii) a phantom Dow stock account, or (iii) mutual fund-linked options; payouts per elected schedule; RSU settlement can be deferred 5/10/15 years .
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Grant-Date Fair Value | Vesting & Settlement | Dividend Equivalents |
|---|---|---|---|---|---|
| Annual Director RSU – Banister | Apr 11, 2024 | 3,336 | $195,023 | Vests on 2nd anniversary; settles in shares following separation or permitted deferred date | Quarterly cash payments equal to dividends on equivalent shares during vesting |
| Prior Director RSU – Banister | Apr 13, 2023 | 3,339 | Market value at 12/31/24: $133,994 | Vests on 2nd anniversary; settlement post-separation or deferred | Same as above |
- No performance metrics are attached to non-employee director equity awards; RSUs are time-based and intended to align director and shareholder interests .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Notes |
|---|---|---|
| Enbridge Inc. | Director (since 2021) | No Dow compensation committee interlocks; committee members were independent and not officers/employees in 2024 |
| Tyson Foods | Director (2011–Feb 2022) | Prior role |
| Marathon Oil | Director (2015–2018) | Prior role |
| Bristow Group | Director (2017–2019) | Prior role |
Expertise & Qualifications
- Energy operations leadership (CEO, Aera Energy) and global upstream operations at Shell; engineering background with operational excellence and enterprise risk management .
- Strategic planning; public policy; climate-related matters; information technology; marketing and brand management; ESG oversight; workplace safety and inclusion advocacy .
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Current Shares Beneficially Owned | 10,924 | Sole voting/investment power unless otherwise noted; includes trust/plan holdings |
| Rights to Acquire Beneficial Ownership (through Apr 8, 2025) | 8,544 | Includes exercisable stock options; RSUs/PSUs vesting; vested RSUs that settle post-separation/deferred |
| Total Beneficial Ownership | 19,468 | Less than 1% of shares outstanding |
| Pledged as Collateral | None | Hedging or pledging Company stock is prohibited by policy |
| Unvested RSUs Outstanding (12/31/24) | 3,336 (2024 grant); 3,339 (2023 grant) | Market values at 12/31/24: $133,874; $133,994 (at $40.13/share) |
| Stock Ownership Guideline | ≥ 5x annual cash retainer | Directors have 5 years to comply; all current directors met guidelines except Ms. DeVard (expected to comply within window) |
Governance Assessment
- Strengths: Independent director with deep energy operations and risk oversight; strong attendance (>99% average across Board/committees in 2024; all directors attended regular meetings and annual meeting) supporting engagement and effectiveness . Committee service aligns with expertise (Compensation; EHS&T) and Board policy prohibits hedging/pledging; none of Banister’s shares are pledged, supporting alignment .
- Compensation alignment: Balanced cash/equity mix; 2024 cash fees $133,750 and RSUs $195,023; time-based RSUs vest over two years with dividend equivalents, reinforcing long-term alignment; ownership guidelines at 5x retainer with current compliance suggests meaningful skin-in-the-game .
- Potential watch items: Mercer serves as Independent Compensation Consultant (executive/director compensation fees $326,474) while affiliates provided ~$3,355,093 in other HR consulting services; the Committee affirmed consultant independence and reviews conflicts, but dual engagements warrant ongoing monitoring for perceived conflicts .
- Related-party considerations: The Corporate Governance Committee reviews any transactions involving companies associated with directors; amounts were immaterial or ordinary course under stated thresholds, with recusal and independence safeguards in place .
- Interlocks: No compensation committee interlocks with other companies’ boards/compensation committees involving Dow executive officers; supports independence of compensation oversight .