Lionel Nowell III
Director at ECL
Board
About Lionel L. Nowell III
Lionel L. Nowell III, age 70, is an independent director of Ecolab Inc. and has served on the Board since 2018, currently chairing the Audit Committee and serving on the Finance Committee . He is a seasoned finance executive and audit committee financial expert, with prior senior roles at PepsiCo and leadership positions across RJR Nabisco and Diageo/Pillsbury . The Board affirmed his independence and that Audit and Compensation Committee members meet heightened NYSE/SEC standards . In 2024, all directors attended 100% of Board and committee meetings, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | SVP & Treasurer | 2001–2009 | Corporate finance, treasury, capital markets oversight |
| The Pepsi Bottling Group | EVP & CFO | 2000–2001 | Financial reporting and controls |
| PepsiCo, Inc. | SVP & Controller | 1999–2000 | Accounting and controls |
| RJR Nabisco, Inc. | SVP, Strategy & Business Development | 1998–1999 | Strategy, M&A |
| Diageo plc (Pillsbury Division) | CFO, Pillsbury North America; CFO, Pillsbury Foodservice; CFO, Häagen-Dazs | 1991–1998 | International operations, divisional finance leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Bank of America Corporation | Director | 2013–present | Large financial institution, risk oversight exposure |
| Textron Inc. | Director | 2020–present | Diversified industrial; governance and financial oversight |
| American Electric Power Company | Director (prior) | 2004–2020 | Prior utility board experience |
Board Governance
- Committee assignments: Audit Committee Chair; Finance Committee member .
- Independence: Board determined Nowell is independent; Audit members are independent and financially literate; Nowell qualifies as an Audit Committee Financial Expert .
- Meeting cadence and attendance: Audit Committee held 6 meetings in 2024; all directors attended 100% of Board and committee meetings in 2024 .
- Director elections (2025): Nowell received 228,561,055 “For,” 7,478,964 “Against,” 495,623 “Abstain,” indicating strong shareholder support .
- Executive sessions: Independent directors meet privately at every Board and committee meeting .
Fixed Compensation (Director)
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 139,890 | 150,000 |
| Stock Awards (Deferred Stock Units) | 125,000 | 135,000 |
| Option Awards (Grant-Date Fair Value) | 58,952 | 60,000 |
| Total | 323,842 | 345,000 |
- Program structure (2024): Base annual compensation totals $315,000 (cash retainer $125,000 + DSUs $135,000 + stock options) before committee retainers; supplemental retainers include Audit Chair $25,000 and Audit Committee Members $10,000, Lead Director $40,000 .
- Deferral features: Directors may defer cash retainers into interest-bearing or stock unit accounts under the 2001 Plan .
Performance Compensation
- Director equity grants are not performance-conditioned; non-employee directors receive:
- Deferred stock units (credited quarterly; dividend equivalents as additional units) .
- Stock options (10-year term; vest 25% at each 3-month interval following grant) .
| Equity Detail | 2024 Treatment |
|---|---|
| DSU Grant Value | $135,000 credited quarterly; paid in stock post-service |
| Stock Option Grant | $60,000 fair value; 10-year term; vest quarterly in four installments |
Other Directorships & Interlocks
| Entity | Sector Relation to ECL | Potential Interlock/Conflict Notes |
|---|---|---|
| Bank of America | Financial services | No related person transactions; Governance Committee found none since 2004 |
| Textron | Diversified industrial | No related person transactions; Governance Committee found none since 2004 |
| AEP (prior) | Utility | Prior role; no current related person transactions |
- Related person transactions: Governance Committee reported no related person transactions since 2004 and none anticipated, mitigating conflict risk .
Expertise & Qualifications
- Financial/accounting expertise; designated Audit Committee Financial Expert .
- Global business operations, corporate finance, capital markets, M&A; public company governance experience .
- Exposure to water/energy and industrial operations through board/industry roles .
Equity Ownership
| Holding Category | As of 12/31/2024 | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 12,463 | Includes options exercisable within 60 days |
| Aggregate Stock Options Held | 8,116 | Director option count at year-end |
| Deferred Stock Units (2001 Plan) | 5,898 | Paid in stock post-service; non-voting |
- Stock ownership guidelines: Directors must own at least 5× annual retainer; directors cannot pledge or hedge Ecolab stock; all directors are currently in compliance (or retaining 100% of net option shares until compliant) .
Governance Assessment
- Strengths: Independent Audit Chair and SEC-defined financial expert; perfect attendance; robust shareholder support in 2025 election; conservative related-party posture (none since 2004); clear ownership alignment via 5× retainer guideline and anti-pledging/hedging policy .
- Pay structure: Balanced cash/equity mix; modest YoY increases (cash +$10k, DSUs +$10k, options +$1k) in 2024 sustain alignment without adding performance conditions to director equity, consistent with best practice independence .
- Watch items: Multiple external board commitments (2 current) warrant routine time-commitment monitoring—though 2024 attendance was 100% and committee leadership suggests high engagement .
- Signal: High election “For” votes and absence of conflicts support investor confidence in audit oversight and board effectiveness .