Michael Larson
Director at ECL
Board
About Michael Larson
Michael Larson (age 65) is an independent director of Ecolab since 2012 and serves as Chief Investment Officer to William H. Gates III, overseeing Cascade Investment and the Gates Foundation Trust; he chairs Ecolab’s Finance Committee and sits on the Safety, Health & Environment Committee . His education includes a BA in Economics from Claremont McKenna College and an MBA from the University of Chicago . The Board has determined he is independent under NYSE standards; all directors attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cascade Investment, L.L.C. and Gates Foundation Trust | Chief Investment Officer | 1994–present | Long-term investor oversight, capital allocation expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fomento Económico Mexicano, S.A.B. de C.V. (FMX) | Director | 2011–present | Public company board |
| Republic Services, Inc. | Director | 2009–present | Public company board |
| Western Asset Management closed‑end and mutual funds | Member and Trustee | 2004–present | Fund governance |
Board Governance
- Committee assignments: Finance Committee (Chair) and Safety, Health & Environment (SH&E) Committee member .
- Independence and attendance: Independent per NYSE standards; all directors attended 100% of Board and committee meetings in 2024 .
- Finance Committee oversight includes review of financing requirements, share repurchases/dividends, capital expenditure budget, insurance, derivatives use, and financial aspects of M&A/capex projects; 5 meetings in 2024 .
- SH&E Committee oversees safety, sustainability, climate/water oversight, product safety and regulatory trends; 4 meetings in 2024 .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Non-employee director base cash |
| Supplemental retainer – Finance Chair | $20,000 | Committee chair fee |
| Total fees earned or paid in cash | $145,000 | Reported for Larson in 2024 |
| Meeting fees | $0 | No meeting fees disclosed for directors |
| Benchmarking context | $315,000 base annual compensation (cash+equity, excluding supplemental) within median of peer group | Director pay philosophy |
Performance Compensation
| Equity Element | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Stock awards (deferred stock units) | $135,000 (grant date fair value) | Credited quarterly in 25% installments; paid in shares after Board service per deferral election | Dividend equivalents credited as additional units |
| Option awards | $60,000 (grant date fair value) | Granted after Annual Meeting; 25% vest at 3, 6, 9, 12 months; 10-year term | 2024 options granted in May 2024 |
No performance metrics (TSR, EPS, ROIC) apply to director equity; director equity is time‑based per the 2001 Non‑Employee Director Stock Option and Deferred Compensation Plan .
Other Directorships & Interlocks
- Public boards: FMX (2011–present), Republic Services (2009–present), Western Asset Management funds trustee (2004–present) .
- Largest shareholder connection: Larson is Business Manager of Cascade Investment (owned by William H. Gates III). Cascade holds 29,178,741 Ecolab shares; the Gates Foundation Trust holds 5,218,044 shares. Larson may be deemed to have voting/investment power but disclaims beneficial ownership of these shares . Gates’ aggregate beneficial ownership is 12.13% of Ecolab common stock .
- Related-party transactions: Governance Committee reports no related-person transactions since 2004 and none anticipated .
Expertise & Qualifications
- Skills matrix: Industry experience, accounting/financial expertise, human capital management, public company corporate governance, and M&A .
- Finance and capital markets acumen aligned with Finance Committee oversight responsibilities .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 11, 2025) | 30,633 shares; less than 1% of class | SEC definition includes options exercisable within 60 days |
| Options exercisable within 60 days | 13,699 shares | Included in beneficial ownership count |
| Aggregate director stock options held | 15,899 options | Total options (some not exercisable within 60 days) |
| Deferred stock units held | 9,884 units | Non-voting; paid in stock post‑service |
| Ownership guidelines | ≥5× annual retainer; compliance required; retain 100% of net shares until met | Unexercised options don’t count; hedging/pledging prohibited |
Insider Trades (recent)
| Date | Form | Transaction | Shares | Price | Post-Transaction Beneficial Ownership | Note |
|---|---|---|---|---|---|---|
| 2025-09-30 | Form 4 | Acquisition | 123.23 | $0.00 | 17,396.17 shares | Includes 24.57 shares via dividend reinvestment under 2001 Director Plan |
Governance Assessment
- Strengths: Independent director with 100% attendance in 2024; chairs Finance Committee overseeing capital allocation, dividends, and M&A financial discipline; adds deep capital markets and governance expertise; equity ownership aligned via stock units/options and strict ownership/retention rules; no related-person transactions disclosed since 2004 .
- Potential conflicts/mitigants: Connection to largest shareholder (Cascade/Gates Foundation Trust) could raise influence concerns; mitigated by Board independence determinations, robust Governance Committee oversight of related-party matters, and explicit disclaimer of beneficial ownership of Cascade/Trust shares .
- Investor confidence signals: Board reports 12 of 13 nominees independent, strong committee structures and executive sessions, and clear prohibitions on pledging/hedging; Larson’s Finance chair role supports disciplined capital strategy oversight in a year of record sales/EPS/free cash flow .