Judson Althoff
Director at ECL
Board
About Judson B. Althoff
Judson B. Althoff (age 52) is an independent director at Ecolab Inc. (ECL) since 2024, serving on the Audit and Finance Committees; he is EVP & Chief Commercial Officer at Microsoft and brings deep expertise in AI, cloud, and global commercial operations . He holds an MS in Mechanical Engineering from the Illinois Institute of Technology and was appointed to Ecolab’s board on Feb. 21, 2024 with no related-party transactions under Item 404(a) at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | EVP & Chief Commercial Officer | 2020–present | Leads global commercial sales; AI/cloud expertise supports Ecolab’s digital strategy oversight . |
| Microsoft Corporation | EVP, Worldwide Commercial Business | 2016–2020 | Scaled global commercial execution . |
| Microsoft Corporation | President, North America | 2013–2016 | Led U.S. and regional commercial growth . |
| Oracle Corporation | SVP, Worldwide Alliances & Channels Embedded Sales | 2009–2012 | Managed complex go-to-market partnerships . |
External Roles
| Category | Company/Institution | Role | Tenure/Notes |
|---|---|---|---|
| Public Company Boards | None | — | No current or past 5-year public boards besides Ecolab . |
| Appointment Disclosure | Ecolab 8-K | Independent Director; Audit & Finance Committees | Appointed Feb. 21, 2024; no Item 404(a) related-party transactions at appointment . |
Board Governance
- Committee assignments: Audit (member), Finance (member); both committees are fully independent .
- Independence: Board affirmed independence for non-management directors; Althoff listed as independent nominee .
- Attendance: All directors attended 100% of Board and committee meetings in 2024 (Board: 6 meetings; Audit: 6; Finance: 5) .
- Executive sessions: Independent directors meet in executive session at each Board and committee meeting .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned/paid in cash | $116,085 | Pro rata retainer/fees for service starting Feb. 2024; Althoff deferred $116,085 under director plan . |
| Base annual framework | $315,000 | Base annual compensation per program description (excludes lead director/committee retainers) . |
| Supplemental retainers | $10,000 | Audit Committee member fee (if applicable within period) . |
Performance Compensation (Director Equity)
| Component | 2024 Amount (USD) | Grant/Timing | Vesting/Terms |
|---|---|---|---|
| Stock awards (Deferred Stock Units) | $116,085 | Credited quarterly (25% installments), pro rata for partial service . | Paid in Common Stock after board service per distribution election; dividend equivalents accrue . |
| Option awards (Director stock options) | $71,371 | May 6, 2024: $60,000 regular + $11,370 initial prorated grant . | 10-year term; vest 25% at 3, 6, 9, 12 months post-grant . |
Equity plan cap: Aggregate grant-date fair value of share-denominated awards to any non-employee director ≤ $800,000 per calendar year (excluding deferrals of cash into stock units) .
Other Directorships & Interlocks
| Potential Interlock | Status | Notes |
|---|---|---|
| Related person transactions | None | Governance Committee determined no related person transactions since 2004 and none anticipated; appointment 8-K states no Item 404(a) transactions for Althoff at election . |
| Other public boards | None | No current/past 5-year public company directorships beyond Ecolab . |
Expertise & Qualifications
- Digital/cybersecurity; science/innovation; global business operations; human capital management—mapped by Ecolab’s skills matrix for Althoff .
- Brings AI/cloud commercialization expertise relevant to Ecolab’s digital programs and risk oversight in technology investments .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Mar. 11, 2025) | 1,594 shares (includes instruments convertible/acquirable within 60 days) . |
| Breakdown | 1,111 options exercisable within 60 days; 483 deferred stock units under 2001 Plan . |
| Percent of class | Less than 1% (“*” per table) . |
| Stock ownership guidelines | Directors must own Company stock valued at ≥ 5x annual retainer; until met, retain 100% of net shares from option exercises; DSUs count; unexercised options don’t; all directors in compliance either by achieving or retaining as required . |
| Hedging/pledging | Directors may not hedge or pledge Company stock; policy prohibits pledging, short sales, margin purchases, and non-plan derivatives . |
Insider Trades (Forms 4)
| Filed Date | Period of Report | Description |
|---|---|---|
| Oct. 2, 2025 | Sept. 30, 2025 | Form 4 filed by Judson Althoff; reflects transactions under the 2001 Non-Employee Director Stock Option and Deferred Compensation Plan (links to SEC XML and third-party mirrors) . |
| 2024 (various) | — | Form 4 filing indexed for Althoff (CIK: 0001868758) at Ecolab; details available via EDGAR index . |
Governance Assessment
- Alignment and independence: Independent director with no related-party transactions, strong attendance (100% Board/committee in 2024) and service on financially-oriented and risk-relevant committees (Audit, Finance) bolster investor confidence .
- Pay structure: Balanced mix of cash, DSUs, and options; pro rata grants in first year. Deferral of cash fees indicates additional alignment; equity guidelines and anti-hedging/pledging policies reduce misalignment risk .
- Expertise fit: AI/cloud commercialization and digital oversight capabilities directly support Ecolab’s strategy in high-tech and data center cooling initiatives noted by management and board, enhancing board effectiveness in emerging growth vectors .
- RED FLAGS: None identified—no attendance shortfalls, no related-party transactions, no pledging/hedging permitted; ownership below 1% is typical for non-employee directors and mitigated by DSUs, options, and guideline compliance framework .