Marion Gross
About Marion K. Gross
Marion K. Gross, age 64, is an independent director nominee for Ecolab Inc. (ECL) with expected appointment prior to the May 8, 2025 Annual Meeting following her retirement from McDonald’s Corporation . She brings 20+ years of global supply chain leadership, manufacturing, safety, and sustainability credentials, most recently serving as Executive Vice President and Global Chief Supply Chain Officer at McDonald’s; she holds a B.S. in Transportation & Physical Distribution from Western Illinois University and a leadership certificate from Thunderbird . As of March 11, 2025, she was listed among Ecolab’s directors with no beneficial ownership recorded at that date and is designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Executive Vice President, Global Chief Supply Chain Officer | 2022–2025 | Led global manufacturing/safety/sustainability; enterprise risk management across production and transportation; supply chain digitalization and business resiliency . |
| McDonald’s Corporation | Senior Vice President, North America Supply Chain and US Sustainability | 2013–2022 | Directed NA supply chain and sustainability programs; large and diverse team leadership . |
| McDonald’s Corporation | Various leadership roles in supply chain and business affairs | 2003–2013 | Progressive supply chain leadership in international trade and operations . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships; none in past 5 years (reducing interlock/overboarding risk) . |
Board Governance
- Independence: The Board has affirmatively determined non-management nominees, including Ms. Gross, are independent under NYSE and Ecolab standards .
- Committee assignments: Not yet determined for Ms. Gross; Board notes her appointment will occur post-retirement before the Annual Meeting, with committees finalized later .
- Attendance: Ecolab’s Board held 6 meetings in 2024; all directors attended 100% of Board and committee meetings (Ms. Gross was not a 2024 director) .
- Lead Independent Director engagement: The Lead Director led shareholder engagement and highlighted Ms. Gross’s planned addition to support growth ambitions .
- Executive sessions: Independent directors meet in executive session at each Board and committee meeting .
Fixed Compensation
Ecolab non-employee director compensation structure (2024):
| Component | Amount | Notes |
|---|---|---|
| Cash annual retainer | $125,000 | Fees may be deferred under the 2001 Plan; pro-rated for partial-year service . |
| Equity – Deferred Stock Units (DSUs) | $135,000 | Credited quarterly (25% installments); paid in common stock after Board service; dividend equivalents accrue; pro-rated for partial quarters . |
| Stock Options | $60,000 grant-date fair value | 10-year term; vest 25% at 3/6/9/12 months after grant; pro-rated grant timing for directors appointed after annual meeting . |
| Supplemental retainers | Lead Independent Director: $40,000 | Committee Chair: Audit $25,000; Comp, Finance, Governance, SH&E $20,000; Audit Committee member: $10,000 . |
| Base annual compensation (cash + equity) | $315,000 | Excludes supplemental retainers; benchmarked to median of peer group within ±10% . |
New directors appointed between annual meetings receive pro rata option grants after the next annual meeting; DSUs are also prorated for partial quarters .
Performance Compensation
| Award Type | Performance Linkage | Design Detail |
|---|---|---|
| Director DSUs | None disclosed | Time-based quarterly credits to DSU account; paid after Board service; dividend equivalents accrue . |
| Director Stock Options | None disclosed | Time-based vesting (25% at 3/6/9/12 months); 10-year term; grant-date FV per lattice model . |
No performance metrics (e.g., TSR/ROIC) are tied to director equity awards; those apply to executive PBRSUs, not to non-employee director grants .
Other Directorships & Interlocks
- Public company boards: None current; none in past five years .
- Potential interlocks/conflicts: Ms. Gross’s prior executive role at McDonald’s (a major QSR customer segment for Ecolab) could present perceived conflicts; mitigated as she will retire prior to appointment and Governance Committee reports no related-person transactions requiring disclosure since 2004 .
Expertise & Qualifications
- Supply chain/manufacturing, safety, sustainability, enterprise risk management, and international trade .
- Human capital management with leadership of large, diverse global teams .
- Water/energy and operations insight aligned to Ecolab’s strategy and SH&E oversight domains .
- Education: B.S., Western Illinois University; Leadership certificate, Thunderbird .
Equity Ownership
| Holder | Shares Owned (#) | Percent of Class | Notes |
|---|---|---|---|
| Marion K. Gross | — | <1% | Listed among directors as of March 11, 2025; no beneficial ownership recorded at that date . |
Stock ownership guidelines for directors: minimum 5× annual retainer; until met, retain 100% of net shares from option exercises; DSUs count toward guideline, unexercised options do not; pledging/hedging prohibited . The proxy states each director is compliant by either having met the guideline or by retaining 100% of net shares from option exercises (status will update as Ms. Gross accumulates equity via DSUs/options) .
Governance Assessment
- Board effectiveness: Ms. Gross adds deep supply chain and sustainability expertise relevant to Ecolab’s Institutional & Specialty and Industrial segments, strengthening risk oversight and operational governance .
- Independence and overboarding: Independent; holds zero other public company board seats, limiting overboarding risk and enhancing availability .
- Alignment and incentives: Ecolab’s director pay mix balances cash and equity (DSUs + options) with robust stock ownership guidelines and prohibitions on hedging/pledging, supporting long-term alignment; new directors receive pro rata equity, enabling steady ownership build .
- Attendance/engagement: Board-wide 100% attendance in 2024 and active Lead Independent Director investor engagement underscore strong governance culture; Ms. Gross’s appointment follows deliberate refreshment focused on skills alignment .
- Conflicts/related party exposure: Retirement from McDonald’s prior to Ecolab appointment mitigates potential customer-related conflicts; Governance Committee reported no related-person transactions requiring disclosure since 2004 .
Red Flags to monitor:
- Initial ownership is zero as of March 11, 2025, which should improve via DSUs/options; track progress against 5× retainer guideline and any deferral elections .
- Committee assignment clarity: not yet determined; monitor for roles on SH&E, Audit, or Governance where her expertise is most additive .
Overall signal: Addition of a seasoned global supply chain executive with no other public boards and strong sustainability experience is supportive of investor confidence and operational oversight; policy guardrails (no hedging/pledging; ownership guidelines; absence of related-party transactions) reduce governance risk .