Suzanne Vautrinot
Director at ECL
Board
About Suzanne M. Vautrinot
Suzanne M. Vautrinot, age 65, has served on Ecolab’s Board since 2014. She is President of Kilovolt Consulting, Inc. and a retired U.S. Air Force Major General with deep expertise in cybersecurity, strategic planning, organizational design, and change management; her education includes a BS from the U.S. Air Force Academy, an MS from the University of Southern California, and a National Security Fellowship at Harvard Kennedy School . She is nominated as an independent director and brings multi-board public company experience relevant to governance, strategy, risk, and opportunity assessment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kilovolt Consulting, Inc. | President | 2013–present | Cybersecurity expertise; advises on risk oversight |
| U.S. Air Force | Retired Major General | Retired 2013 | Senior leadership of large, complex organizations; operational insights |
| U.S. Air Force | Commander, 24th Air Force and Air Forces Cyber | 2011–2013 | Led cyber defense operations; informs Board oversight of cybersecurity risks |
| U.S. Cyber Command | Director of Plans & Policy; Special Assistant to USAF Vice Chief of Staff | 2010–2011 | Strategic planning and policy experience |
| USAF Recruiting Service | Commander | 2006–2008 | Talent pipeline leadership and organization management |
| Various USAF assignments (Joint Staff, Major Command HQs, USAF HQ) | Senior staff roles | Various | Space and cyber operations; strategic security engagements |
External Roles
| Company | Role | Tenure | Committee Roles (if disclosed) |
|---|---|---|---|
| CSX Corporation | Director | 2019–present | Not disclosed in Ecolab proxy |
| Wells Fargo & Company | Director | 2015–present | Not disclosed in Ecolab proxy |
| Parsons Corporation | Director | 2014–present | Not disclosed in Ecolab proxy |
Board Governance
- Committee memberships: Audit Committee member; Safety, Health & Environment (SH&E) Committee Chair .
- Independence: Board determined she is independent; all Audit Committee members are independent and financially literate under NYSE rules; SH&E Committee is independent except for the CEO .
- Attendance: Ecolab’s Board met 6 times in 2024; all directors attended 100% of Board and committee meetings on which they served; directors are expected to attend the Annual Meeting .
- Risk oversight: Audit Committee monitors cybersecurity program and related risks; as SH&E Chair, Vautrinot oversees safety, health, environment policies, goals, risks, and sustainability alignment, including climate and TCFD actions .
- Lead Independent Director and executive sessions: Ecolab maintains a Lead Independent Director role with robust duties; independent directors meet privately at each Board and committee meeting .
Committee Structure and 2024 Meetings
| Committee | Role of Suzanne M. Vautrinot | 2024 Meetings | Independence Notes |
|---|---|---|---|
| Audit | Member | 6 | All members independent; financially literate; financial experts designated for other members (Nowell, Reich) |
| Safety, Health & Environment | Chair | 4 | Independent members except CEO; oversees SH&E framework, risks, and sustainability |
Fixed Compensation (Director – 2024)
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 125,000 | Base retainer for non-employee directors |
| Supplemental retainer – SH&E Committee Chair | 20,000 | Committee chair fee |
| Supplemental retainer – Audit Committee Member | 10,000 | Committee member fee |
| Fees earned or paid in cash (total) | 155,000 | Sum of retainer + supplemental fees |
| Stock awards (deferred stock units) | 135,000 | Credited quarterly; paid in shares after Board service; no unvested stock units as of 12/31/2024 |
| Option awards (grant date fair value) | 60,000 | Director options vest 25% at 3, 6, 9, 12 months post-grant; 10-year term |
| Total 2024 compensation | 350,000 | Fees + DSUs + options |
- Base annual director compensation (excluding lead director/committee retainers) is $315,000 per year; defined against a 21-company peer group used for executive compensation benchmarking .
- Directors may defer cash retainers into interest-bearing or stock unit accounts; stock units accrue dividend equivalents and are paid in shares after Board service per elections .
Performance Compensation (Director)
| Item | Structure | Metrics | Vesting |
|---|---|---|---|
| Deferred Stock Units (DSUs) | $135,000 credited quarterly | None (time-based; director service) | Paid in shares following Board service per distribution election |
| Stock Options | $60,000 grant; 10-year term | None (value tied to share price) | 25% vest at 3, 6, 9, 12 months post-grant |
Directors are not subject to corporate performance metrics (e.g., EPS/ROIC) for director equity; awards are time-based with market exposure through options, aligning pay with shareholder returns .
Other Directorships & Interlocks
| Company | Potential Overlap/Consideration | Related-party or conflict noted |
|---|---|---|
| CSX Corporation (transport/logistics) | Ecolab has broad industrial customers; no transaction disclosed | None; Governance Committee reports no related-person transactions since 2004 |
| Wells Fargo & Company (financial services) | Possible banking relationships typical of large corporates; not disclosed | None; no related-person transactions |
| Parsons Corporation (engineering/defense) | Infrastructure/technology adjacency; not disclosed | None; no related-person transactions |
Expertise & Qualifications
- Digital/cybersecurity; public company governance; science/innovation; human capital; water/energy; global operations—skills marked in Board skill matrix and her biography .
- Reasons for nomination emphasize 31-year military leadership, cybersecurity risk oversight, and SH&E strategy relevance to Ecolab’s global safety and sustainability programs .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (# of shares) | 24,594 | Less than 1% of outstanding shares; options and stock units included per SEC rules |
| Options exercisable within 60 days | 13,699 | As of March 11, 2025; director option holdings table confirms aggregate 13,699 |
| Deferred stock units (DSUs) | 8,135 | Common Stock equivalents, paid in shares after Board service |
| Ownership guidelines | 5x annual retainer | Each director in compliance or retaining 100% of net shares until met |
| Hedging/pledging | Prohibited | Prohibitions include short sales, margin purchases, pledging, and derivatives outside company plans |
Shareholder Voting Signals (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Director election – Suzanne M. Vautrinot | 224,884,535 | 11,135,941 | 515,166 | 15,576,671 |
| Say-on-pay (advisory) | 210,313,975 | 24,005,420 | 2,216,247 | 15,576,671 |
Strong re-election vote support for Vautrinot and approval of say-on-pay provide positive signals on governance confidence and compensation program alignment .
Governance Assessment
- Board effectiveness: 100% attendance; independent committee leadership; robust executive sessions; clear Lead Independent Director responsibilities indicate strong oversight of management and risk, including cybersecurity and SH&E .
- Alignment and incentives: Director pay mix balances cash, DSUs, and options; ownership guidelines at 5x retainer; hedging/pledging prohibited; DSUs paid in shares post-service reinforce long-term alignment .
- Conflicts/related-party exposure: Governance Committee reports no related-person transactions (> $120,000) since 2004; no flagged consultant conflicts (FW Cook deemed independent) .
- Investor confidence: High “FOR” votes in 2025 director election and say-on-pay approval support board composition and compensation governance; continued refreshment and clear committee mandates strengthen accountability .
Red flags: None disclosed related to related-party transactions, hedging/pledging, attendance, or compensation irregularities; SH&E Committee includes the CEO (non-independent), but committee independence otherwise maintained and chaired by Vautrinot .