Victoria Reich
Director at ECL
Board
About Victoria J. Reich
Independent director of Ecolab Inc. since 2009; age 67. Former CFO with deep financial management and global operating experience across GE, Brunswick, and Essendant, recognized by the Board as an Audit Committee financial expert. Education: ScB in Applied Mathematics–Economics from Brown University. Current Ecolab committee assignments: Audit and Governance; not a committee chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essendant Inc. (formerly United Stationers Inc.) | Senior Vice President & Chief Financial Officer | 2007–2011 | Executive experience in institutional markets relevant to Ecolab end-markets |
| Brunswick Corporation | President — Brunswick European Group | 2003–2006 | Led international operations |
| Brunswick Corporation | Senior Vice President & Chief Financial Officer | 2000–2003 | Enterprise-wide financial leadership |
| Brunswick Corporation | Vice President & Controller | 1996–2000 | Corporate controllership and reporting |
| General Electric Company | Senior financial management positions | 1979–1996 | Broad finance leadership foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingredion Incorporated | Director | 2013–Present | Not disclosed in ECL proxy |
| H&R Block, Inc. | Director | 2011–Present | Not disclosed in ECL proxy |
Board Governance
| Area | Details |
|---|---|
| Independence | Board affirmatively determined all non-management director nominees, including Reich, are independent under NYSE and Ecolab standards |
| Committees | Audit; Governance (member) |
| Financial Expertise | Designated by the Board as an “audit committee financial expert” (with L. Nowell) |
| Attendance | 100% attendance at Board and all committee meetings in 2024; Board held 6 meetings |
| Committee Activity (2024) | Audit: 6 meetings; Governance: 5 meetings |
| Executive Sessions | Independent directors meet privately at every Board and each committee meeting |
| Other Public Company Boards | 2 current public boards (Ingredion; H&R Block) |
| Related Person Transactions | Governance Committee determined no related person transactions since the beginning of 2004 and none anticipated |
Fixed Compensation (Director; 2024)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | 135,000 | Consists of $125,000 base cash retainer + $10,000 Audit Committee member fee |
| Stock awards (Deferred Stock Units) | 135,000 | Credited quarterly to deferred stock unit account; paid in shares after Board service ends; dividend equivalents accrue |
| Stock options | 60,000 | Granted after annual meeting (05/06/2024); 10-year term; vest 25% at 3, 6, 9, 12 months |
| Total | 330,000 | Sum of cash, DSUs, and options |
| Program design reference | — | Ecolab states base annual director compensation of $315,000 (excluding lead director/committee retainers); equity and deferral mechanics under 2001 Plan |
Option grant valuation assumptions (05/06/2024): risk-free rate 4.43%; expected life 6.11 years; expected volatility 22.51%; expected dividend yield 1.00% .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | Not applicable; director equity is time-based (quarterly DSUs; options vest over four quarterly tranches) |
Other Directorships & Interlocks
- Current public boards: Ingredion Incorporated; H&R Block, Inc. (two boards total)
- Compensation & HCM Committee interlocks: Company discloses none; no member is/was an officer, and no cross-board executive interlocks with Ecolab executives in 2024
- Related-party transactions: None since 2004; none anticipated (Board-level oversight via Governance Committee)
Expertise & Qualifications
- Financial/accounting expertise and risk oversight; designated Audit Committee financial expert
- Global operating experience across industrial and consumer sectors (GE; Brunswick; Essendant)
- Public company governance and M&A experience supporting Board oversight responsibilities
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (shares) | 38,122 shares as of March 11, 2025 (less than 1% of outstanding) |
| Options exercisable within 60 days | 13,699 |
| Aggregate director stock options held | 13,699 as of Dec 31, 2024 |
| Deferred stock units (DSUs) | 23,394 DSUs (Common Stock equivalents; non-voting; paid in shares after service) |
| Ownership guidelines | Directors must own Company stock ≥5× annual retainer; all directors are in compliance or retaining 100% of net shares until compliant |
| Hedging/Pledging | Directors may not pledge shares or enter into hedging arrangements |
Governance Assessment
- Strengths: Independent director with CFO pedigree and Board-designated audit financial expertise; 100% attendance; sits on Audit and Governance committees; robust ownership alignment via 5× retainer guideline and anti-hedging/pledging policy; no related-party transactions disclosed. These factors support investor confidence in financial oversight and governance rigor.
- Considerations: Longstanding service (director since 2009) underscores experience and continuity; investors often balance tenure with ongoing Board refreshment (Ecolab highlights regular refreshment and independent leadership). Reich’s two outside public boards align with typical market norms disclosed in the proxy (no overboarding concerns flagged by Ecolab).