Michel Doukeris
Director at ECL
Board
About Michel Doukeris
Michel D. Doukeris (age 51) is an independent director of Ecolab Inc., elected to the Board effective February 20, 2025. He is the Chief Executive Officer of AB InBev and brings extensive global operations experience across consumer and industrial end-markets; his education includes a B.S. in Chemical Engineering (Federal University of Santa Catarina), a Master’s in Marketing (Fundação Getulio Vargas), and post-graduate programs at Kellogg and Wharton. He is currently not assigned to any Ecolab Board committees; independence has been affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Notes / Impact |
|---|---|---|---|
| AB InBev | Chief Executive Officer | 2021–present | Leads a large, complex global enterprise; experience in sustainability initiatives relevant to water scarcity and operations. |
| AB InBev | President, North America Zone | 2018–2021 | Led commercial and operational performance across a major developed market. |
| AB InBev | Global Chief Sales Officer | 2016–2017 | Oversaw global sales execution and commercial strategy. |
| AB InBev | President, Asia Pacific Zone | 2012–2016 | Ran operations across high-growth markets; deep exposure to supply chain and regulatory environments. |
| AB InBev | President, China | 2010–2012 | Led China operations; brand and route-to-market leadership. |
| Ambev S.A. | Various leadership roles | 1996–2010 | Built early career foundation across commercial and operations in Brazil. |
External Roles
| Organization | Role | Tenure | Committee Roles / Notes |
|---|---|---|---|
| Ambev S.A. (NYSE ADR; Brazil) | Director | 2021–present | Majority-owned and controlled by AB InBev; board service integral to CEO duties. |
| Budweiser Brewing Co. APAC (HKEX) | Director | 2021–present | Majority-owned and controlled by AB InBev; board service integral to CEO duties. |
| Ecolab Inc. | Director | 2025–present | Independent; committee assignments to be determined. |
Board Governance
- Independence: Ecolab’s Board affirmed all non-management nominees, including Mr. Doukeris, meet NYSE independence standards; Audit and Compensation Committees meet heightened independence requirements.
- Committee assignments: None currently; the Board notes assignments for Mr. Doukeris will be determined at a later date.
- Attendance: For the year ended Dec 31, 2024, all directors attended 100% of Board and committee meetings; Mr. Doukeris joined in Feb 2025 (attendance data not yet applicable).
- Board leadership and oversight: Combined Chair/CEO with a Lead Independent Director (robust duties: agendas, materials, executive sessions, stockholder engagement); executive sessions of independent directors occur at every Board and committee meeting.
Fixed Compensation
Ecolab’s 2024 director compensation framework (for non-employee directors):
| Component | Amount / Terms | Notes |
|---|---|---|
| Cash annual retainer | $125,000 | Base retainer; additional fees for certain roles (see below). |
| Stock awards (deferred stock units) | $135,000 grant-date fair value | Credited quarterly in 25% installments; paid in common shares after Board service. |
| Stock options | ~$60,000 grant-date fair value | Granted after the Annual Meeting; vest 25% at 3/6/9/12 months after grant; 10-year term. |
| Lead Independent Director supplemental retainer | $40,000 | In addition to base retainer. |
| Committee Chair supplemental retainer | $25,000 (Audit); $20,000 (Compensation, Finance, Governance, SH&E) | Role-based cash retainers. |
| Audit Committee member supplemental retainer | $10,000 | Role-based cash retainer. |
| Appointment timing policy | Pro rata grants after Annual Meeting for directors appointed post-meeting | Applies to option and DSU credits. |
Note: Mr. Doukeris’ 2025 compensation will be disclosed in a future filing; framework above reflects 2024 policy terms.
Performance Compensation
For Ecolab directors, equity compensation is time-based (deferred stock units and stock options) and not tied to performance metrics; no director-specific performance criteria are disclosed.
| Performance Metric | Applies to Director Compensation? | Source |
|---|---|---|
| Adjusted EPS, Organic ROIC, Relative TSR (used for NEO PBRSUs) | No (director pay not performance-based) | Executive plan metrics described; directors receive time-based DSUs/options. |
Other Directorships & Interlocks
- Public boards: Ambev S.A. and Budweiser Brewing Company APAC Limited (both majority-owned subsidiaries of AB InBev; service is integral to AB InBev CEO role).
- Compensation & HCM Committee interlocks/insider participation: Company disclosed no interlocks or insider participation requiring disclosure; committee members are independent.
- Related-person transactions: Governance Committee determined there were no related-person transactions since the beginning of 2004, nor any currently anticipated.
Expertise & Qualifications
- Technical and operating credentials: Global CEO experience; extensive industry and operational expertise across food and beverage; water and energy perspective aligned with Ecolab’s strategic focus.
- Education: B.S. Chemical Engineering (UFSC); Master’s in Marketing (FGV); post-graduate programs in Marketing Strategy at Kellogg and Wharton.
- Skills matrix: Marked for CEO experience, industry experience, global business operations, human capital management, and water/energy expertise.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (# of shares) | 0 (no beneficial ownership reported as of Mar 11, 2025) |
| Percent of class | Less than 1% (as indicated by *) |
| Options / stock units | Not disclosed for Mr. Doukeris; standard director awards governed by the 2001 Plan. |
| Ownership guidelines | Directors must own Company stock equal to at least 5x the annual retainer; until met, 100% of net shares from option exercises are retained; unexercised options do not count. |
| Hedging / pledging | Prohibited for directors under Global Insider Trading Policy and director guidelines. |
Governance Assessment
- Board effectiveness: Doukeris adds deep global operations and consumer-industry insight, with relevant water and sustainability experience that aligns with Ecolab’s SH&E oversight focus. Committee assignments are pending, limiting immediate committee-level impact.
- Independence and conflicts: Independence affirmed; while AB InBev could be a significant customer in Ecolab end-markets, the Governance Committee reported no related-person transactions requiring disclosure—mitigating conflict risk.
- Alignment and signals:
- Ownership alignment: As a new director with 0 reported shares, monitoring progress toward the 5x retainer stock ownership guideline is prudent.
- Engagement and oversight: Ecolab’s structure (robust Lead Independent Director duties, 100% attendance, executive sessions each meeting) supports strong oversight; investor engagement is active (Lead Independent Director participated in discussions representing ~37% of shares in 2024).
- RED FLAGS / watchpoints:
- Potential related-party exposure via AB InBev ecosystem: None disclosed; continue monitoring for transactions and recusal practices if Ecolab enters material arrangements with AB InBev or its subsidiaries.
- Time commitments: CEO of AB InBev plus two public subsidiary boards and Ecolab; the proxy notes his other public boards are integral to his CEO duties, but time demands should be monitored as committee responsibilities are assigned.