Tracy McKibben
Director at ECL
Board
About Tracy B. McKibben
Independent director at Ecolab Inc. (ECL), age 55, serving since 2015. Founder and CEO of MAC Energy Advisors LLC; prior leadership roles at Citigroup Global Markets, the National Security Council at the White House, and the U.S. Department of Commerce. Education includes BA (Political Science, West Virginia State University), JD (Harvard Law School), and Doctorate of Humane Letters (West Virginia State University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MAC Energy Advisors LLC | Founder & CEO | 2010–present | Advises on strategic investments/M&A and energy policy; focus on renewable/clean tech, water, sustainability |
| Citigroup Global Markets | Managing Director & Head of Environmental Banking Strategy | 2007–2009 | Environmental finance strategy leadership |
| National Security Council (White House) | Director of European Economic Affairs & EU Relations; Acting Senior Director for European Affairs | 2003–2007 | Advised President/Cabinet on international economic/security matters |
| U.S. Department of Commerce | Senior advisory roles | 2001–2003 | International/commercial policy advisory work |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Huntington Ingalls Industries, Inc. | Director | 2018–present | Current public board |
| Fast Radius, Inc. (formerly ECP Environmental Growth Opportunities Corp.) | Director | 2021–2022 | Prior public company board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director per NYSE standards |
| Years on ECL board | Director since 2015 (10 years as of 2025) |
| Current ECL committees | Compensation & Human Capital Management; Governance |
| 2024 committee meeting counts | Compensation & HCM: 5; Governance: 5 |
| Attendance | 100% of Board and committee meetings in 2024 |
| Executive sessions | Independent directors meet privately at every Board and committee meeting |
| Director stock ownership guideline | Minimum 5× annual retainer; all directors compliant or retaining net shares until met |
| Hedging/pledging | Prohibited by policy |
Fixed Compensation (Director Pay – 2024)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 128,379 |
| Stock awards (deferred stock units) | 135,000 |
| Option awards (grant date fair value) | 60,000 |
| Total | 323,379 |
- Additional supplemental retainers: Audit Chair $25,000; Compensation/Governance/Finance/SH&E Chairs $20,000; Audit Committee member $10,000; Lead Director $40,000 (not applicable to McKibben) .
- Equity award terms: Director stock options granted after the annual meeting, 10-year term, vest 25% at the end of each three-month period post-grant; stock units credited quarterly to a deferred account and paid after Board service ends .
Performance Compensation
- No performance metrics are tied to director compensation; the program consists of cash retainers, deferred stock units, and stock options (no PSUs for directors disclosed) .
Other Directorships & Interlocks
- Compensation & HCM Committee interlocks/insider participation: None; committee comprised solely of independent directors, including McKibben .
- Related party transactions: Governance Committee determined there were no related person transactions since the beginning of 2004 and none anticipated .
Expertise & Qualifications
- Global business operations; Science/innovation; Accounting/financial expertise; Water/energy; M&A, aligned with Ecolab’s strategic focus on sustainability and industrial operations .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 23,433 |
| Options exercisable within 60 days | 13,699 |
| Aggregate director stock options held | 16,299 |
| Deferred stock units (DSUs) | 7,363 |
| Ownership as % of shares outstanding | <1% |
| Pledging/hedging | Prohibited |
| Ownership guideline compliance | Directors are compliant or retaining net shares until achieved |
Governance Assessment
-
Positive signals:
- Independent, non-employee director with 100% attendance and service on two key committees (Compensation & Governance), indicating strong engagement and oversight .
- Deep energy/water/sustainability expertise directly relevant to Ecolab’s SH&E oversight and strategic initiatives, enhancing board effectiveness .
- Strong alignment: DSUs, options, and a 5× retainer ownership guideline, with no hedging/pledging permitted; compliance affirmed for directors .
- No related-party transactions and no compensation committee interlocks, reducing conflict risk .
-
Watch items:
- Multiple external commitments (CEO of MAC Energy Advisors and director at HII) warrant ongoing monitoring of time allocation, though 2024 attendance was 100% .
- Option component in director pay (standardized at $60,000 grant-date value) can marginally increase sensitivity to short-term stock price, balanced by long terms and quarterly vesting .
Overall, McKibben’s domain expertise and committee roles support governance quality and investor confidence, with low conflict risk under current disclosures .