Dale Petrini
About Dale G. Petrini
Independent director since December 2016; age 70 as disclosed in 2024 proxy. Petrini is a civil engineer (University of Michigan) and a registered professional engineer with 40+ years at Dow Chemical leading global construction management, capital procurement, plant management, and development of international mega projects totaling over $50 billion; he holds dual U.S./EU citizenship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dow Chemical Company | Engineering sponsor/advisor; project development; global construction management; global capital procurement; plant manager | 40+ years | Led project development for international mega projects totaling over $50 billion |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy biography for Petrini | — | — | No current public company directorships disclosed in the biography |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Petrini satisfies SEC/Nasdaq independence; non‑employee director under Rule 16b‑3 |
| Committees (2025) | Compensation (Chair) ; Audit (member) ; Nominating & Governance (member) ; Sustainability, Environment, Health & Safety (member) ; Technical (member) |
| Board/Committee Meetings (2024) | Board: 10; Audit: 4; Compensation: 10; Nominating: 1 |
| Attendance | Each incumbent director attended ≥75% of Board and Committee meetings in 2024 |
| Executive Sessions | Non‑management directors meet in executive session at each board meeting |
| Committee Chair Changes | Nominating chair changed from Phillip Rose to Maria Virginia Anzola effective Jan 6, 2025 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash/Retainer (All other comp) | $75,000 | $100,000 (accrued, not paid in 2024) |
| Stock Awards ($) | $44,063 | $18,750 |
| Option Awards ($) | — | — |
| Fees Earned in Cash ($) | — | — |
| Total ($) | $119,063 | $118,750 |
April 2025 director pay structure approved: $25,000 cash retainer; $4,000 per committee membership; $2,000 per committee chair; equity awards valued at $50,000, subject to vesting .
Performance Compensation
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Unvested stock awards (#) | 37,500; market value $75,750 | — | — |
| Restricted Stock/Equity Plan Vesting | 2022 plan: 25% immediate; remaining 25% each Dec 31 for next three years (applies to employees, directors, consultants) | Same vesting policy continued for 2022 grants | Equity awards valued at $50,000; “subject to certain vesting requirements” (details not specified) |
| Stock awards granted ($) | — | $18,750 | — |
No director‑specific performance metrics (e.g., TSR, EBITDA) were disclosed for director equity awards; vesting is time‑based per the 2022 plan .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards disclosed in Petrini’s biography |
Expertise & Qualifications
- Civil engineering degree, University of Michigan; registered licensed professional engineer .
- Senior management oversight of operations domestically and internationally; extensive project development experience .
- Dual U.S./EU citizenship .
Equity Ownership
| Holder | Security | Amount | Percent |
|---|---|---|---|
| Dale G. Petrini | Common shares (beneficially owned) | 293,939 | 1.00% (based on 29,315,726 shares outstanding) |
| Dale G. Petrini | Shares issuable upon conversion of derivative securities | 50,000 | Included in beneficial ownership note |
| Dale G. Petrini | Preferred Series D | 50,000 | 6.58% of Series D |
| Shares Outstanding | Common | 29,315,726 | Basis for percent calculations |
Insider filings and compliance (2024):
- No late Section 16 filings identified for Petrini; late filings were noted for other insiders (Omland, Hennigh, Sotomayor, Hazelton, Diepholz) .
Governance Assessment
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Strengths:
- Independent director; chairs the Compensation Committee; serves on Audit, Nominating, SEHS, and Technical—demonstrating broad governance engagement .
- Attendance at least 75% of meetings; committees met actively in 2024 (Compensation met 10 times), indicating oversight intensity .
- Audit Committee composed entirely of independent directors; Petrini participates; Audit Committee reported on auditor independence and recommended inclusion of audited financials .
-
Alignment & Compensation:
- Holds ~1.00% beneficial ownership and additional Series D preferred shares; stock awards outstanding as of 2023 indicate some equity alignment .
- April 2025 pay framework adds role‑based fees and $50,000 equity—improves transparency of compensation components .
-
RED FLAGS / Risk Indicators:
- No hedging policy adopted—directors may hedge equity exposure, which can weaken alignment with shareholders .
- Related party transactions governance: Board approves on a case‑by‑case basis; no formal written policy; Company paid or accrued $312,500 in management fees to directors in 2024—potential conflict risk without robust policy safeguards .
- Family relationships: Chairman not renominated, but his son is a director nominee—heightened sensitivity to independence and related‑party oversight across the board (not specific to Petrini) .
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Additional Notes:
- ValueScope engaged in 2023 to assist with market equity compensation and incentive design—positive use of external consultant for compensation governance .
- Nominating chair transition in 2025 and creation of SEHS and Technical committees suggest evolving governance architecture; Petrini is integrated in these structures .