David MacLennan
Lead Independent Director at ECL
Board
About David W. MacLennan
Independent director at Ecolab since 2015; Lead Independent Director since May 2023. Age 65. Former Chairman and CEO of Cargill with deep experience in global operations, finance, and risk management. Education: BA, English (Amherst College) and MBA, Finance (University of Chicago). Serves on Ecolab’s Compensation & Human Capital Management Committee and chairs the Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill, Incorporated | Executive Chair of the Board | 2023 | Oversight of strategy post-CEO tenure . |
| Cargill, Incorporated | Chairman of the Board | 2015–2022 | Board leadership of large private multinational . |
| Cargill, Incorporated | Chief Executive Officer | 2013–2022 | Led complex, global operations and strategy . |
| Cargill, Incorporated | Chief Operating Officer | 2011–2013 | Enterprise operations management . |
| Cargill, Incorporated | Chief Financial Officer | 2008–2011 | Corporate finance and risk management . |
| Cargill Energy | President | 2002–2008 | Energy trading/market leadership . |
| Cargill (Financial Markets Division) | Senior roles (Minneapolis/London) | 1991–2000 | Global markets experience . |
| USBancorp Piper Jaffray | President, Fixed Income Capital Markets | 2000–2002 | Capital markets leadership . |
| Chicago Board of Trade / Board Options Exchange | Member | — | Futures/securities sector expertise . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Caterpillar Inc. | Director | 2021–present | Only current public company board disclosed . |
Board Governance
| Governance Area | Details |
|---|---|
| Independence | Independent director; Lead Independent Director since May 2023 . |
| Committees | Governance Committee (Chair); Compensation & Human Capital Management Committee (Member) . |
| Committee Meetings (2024) | Governance: 5; Compensation & HCM: 5 . |
| Attendance | All directors attended 100% of Board and committee meetings in 2024 . |
| Lead Independent Director Responsibilities | Calls meetings of independent directors; presides at executive sessions; liaison with Chair/CEO; approves agendas/materials/schedules; engages with stockholders as appropriate . |
| Executive Sessions | Independent directors meet privately at every Board and committee meeting . |
| Related Person Transactions | Governance Committee determined no related person transactions since beginning of 2004; none anticipated . |
| Committee Independence | All members of Governance and Compensation Committees are independent . |
Fixed Compensation (Director – 2024)
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $188,379 . |
| Stock Awards (Deferred Stock Units) | $135,000 . |
| Option Awards | $60,000 . |
| Total | $383,379 . |
| Cash Fees Deferred (elected) | $94,190 . |
| 2024 Supplemental Retainer Schedule (Policy) | Amount |
|---|---|
| Lead Director | $40,000 . |
| Governance Committee Chair | $20,000 . |
| Audit Committee Member | $10,000 (not applicable to MacLennan) . |
Notes:
- Base annual director compensation targeted at $315,000 (cash and equity), excluding lead director and committee retainers; benchmarked to a 21-company peer group used for executive compensation .
Performance Compensation (Director Equity Structure)
| Feature | Design |
|---|---|
| Annual DSU Value | $135,000, credited quarterly to deferred stock unit account; paid in shares after Board service ends per distribution election . |
| Stock Options | $60,000 grant value; 10-year term; vest 25% at 3, 6, 9, 12 months post-grant; granted after the Annual Meeting (May 2024) . |
| Performance Metrics | Not applicable for non-employee directors; no PBRSUs for directors (awards are DSUs and time-based options) . |
| Deferral Program | Directors may defer cash retainers into interest-bearing or stock unit accounts; distributions in cash or stock per election after service ends . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current Public Boards | Caterpillar Inc. (Director) . |
| Committee Interlocks | None; no Compensation Committee interlocks or insider participation disclosed . |
| Related-Party Transactions | None since 2004; Governance Committee oversees and reported no such transactions . |
Expertise & Qualifications
- Reasons for Nomination (Ecolab): Strategic insights from top leadership roles at Cargill; strong risk and financial management; governance expertise; valuable food production/supply chain knowledge supporting Ecolab’s strategy and risk oversight .
- Skills matrix narrative highlights: public company corporate governance, human capital/compensation, M&A, global operations, financial expertise (per biography and committee roles) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (3/11/2025) | 37,676 shares; less than 1% of outstanding . |
| Deferred Stock Units (Director Plan) | 7,210 units (included as common stock equivalents; non-voting) . |
| Aggregate Stock Options Held (12/31/2024) | 14,699 options . |
| Options Exercisable Within 60 Days (as of 3/11/2025) | 14,699 . |
Alignment policies:
- Director ownership guideline: minimum 5x annual retainer; all directors compliant or retaining 100% of net shares until compliant .
- Prohibited: pledging or hedging of Ecolab stock; short sales; margin purchases; derivative transactions outside company plans .
Governance Assessment
Strengths
- Independent director with robust LID mandate; chairs Governance and serves on Compensation, reinforcing independent oversight of strategy, succession, governance documents, related-party screening, and compensation policies .
- Perfect attendance (100%) in 2024, indicating strong engagement .
- Clear alignment through equity (DSUs and options) and strict ownership/hedging/pledging policies; all directors in compliance with ownership guidelines .
- Shareholder engagement: LID attended investor meetings covering ~37% of shares; 2024 say‑on‑pay approved with 90% support, signaling positive investor confidence in governance/compensation structures .
Watch items / potential conflicts
- Other public directorship at Caterpillar; no related person transactions and no compensation committee interlocks reported, mitigating interlock/conflict concerns .
- Director equity is time-based; while standard for directors, absence of performance-vesting features means alignment relies on ownership policy and market exposure rather than explicit performance hurdles .
Policies and controls
- Governance Committee independence and remit include director independence determinations and related-party transaction oversight; no related-party transactions since 2004 .
- Compensation recovery (clawback) policies and prohibition on hedging/pledging contribute to investor‑friendly risk controls .
Overall implication
- MacLennan’s LID role, committee leadership, and shareholder engagement record support strong board effectiveness and investor confidence; disclosures show no red flags on conflicts, attendance, or related-party exposure .