Anna C. Catalano
About Anna C. Catalano
Independent director since July 27, 2022; age 66. Senior operating and board experience across refining and chemicals, including executive roles at BP/Amoco and two decades of public/private board service. Current Class I director with term expiring at the 2027 annual meeting; determined independent under NYSE standards. Chairs Ecovyst’s Nominating & Corporate Governance Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP plc / Amoco Corporation | Senior leadership roles | Through 2003 (retirement) | Refining sector expertise; traditional and renewable fuels experience |
| The World Innovation Network (nonprofit) | Co‑founder | Sept 2008–2021 | Global innovation network; governance and strategy exposure |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| HF Sinclair Corporation | Director | Since 2017 | Nominating, Governance & Social Responsibility; Compensation |
| Frontdoor, Inc. | Director; Compensation Committee Chair | Since 2018 | Compensation (Chair) |
| Hexion, Inc. | Director | Since May 2022 | Not disclosed |
| Willis Towers Watson | Director (prior) | 2006–2022 | Not disclosed |
| Kraton Corporation | Director (prior) | 2011–March 2022 | Not disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation. Compensation Committee (5 meetings) and Nominating & Corporate Governance (2 meetings) in 2024; Board held 9 meetings .
- Independence: Board determined all directors except the CEO are independent under NYSE standards; Catalano is independent .
- Attendance and engagement: Each director other than Mr. Coxon attended >75% of Board and applicable committee meetings in 2024; non‑management independent directors held executive sessions at 7 Board meetings (presided over by Non‑Executive Chair) .
- Governance role: As Nominating & Corporate Governance Chair, oversees Corporate Governance Guidelines and approves related‑party transactions required under Item 404 (conflict oversight) .
Fixed Compensation
| Metric (2024) | Value |
|---|---|
| Annual Board cash retainer | $50,000 |
| Committee chair cash retainer (Nominating & Corporate Governance) | $15,000 |
| Total cash fees earned | $65,000 |
| Annual director RSU grant (grant date 1/22/2024) | 22,701 RSUs; grants vest after one year of service or upon change in control |
| Grant date fair value of 2024 stock awards | $200,041 |
| Director equity program terms | RSUs vest after one year; granted under 2017 Omnibus Incentive Plan |
Performance Compensation
- Ecovyst non‑employee director pay is not performance‑conditioned; annual equity delivered solely as time‑based RSUs with one‑year vesting; no options or PSUs for directors disclosed .
Other Directorships & Interlocks
- Interlock context: Kevin M. Fogarty (Ecovyst Non‑Executive Chair) was Kraton’s CEO (2008–2022); Catalano previously served on Kraton’s board (2011–2022) — historical network tie that may influence industry perspective but not a current related‑party transaction .
- Related‑party oversight: In 2024, transactions included sales to INEOS affiliates ($9,657,616), limited sales to SI Group ($106,899; SI Group CEO David Bradley is an Ecovyst director), and plan services by Vanguard ($11,650); all were approved by the Nominating & Corporate Governance Committee per policy .
Expertise & Qualifications
- 30+ years in energy/chemicals; deep refining exposure including renewable fuels; seasoned public company director with compensation governance experience (Frontdoor Compensation Chair; HF Sinclair Compensation member) .
- Independence and governance: Leads board refreshment, evaluations, diversity policy review, ethics and conflict oversight via committee charter .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 24, 2025) | 57,732 shares; <1% of outstanding |
| Shares outstanding (record date) | 117,385,510 |
| Director stock ownership guideline | $625,000 required ownership; 5 years to comply |
| Catalano ownership multiple vs guideline (as of 12/31/2024) | 0.68x; compliance window until July 27, 2027 |
| Hedging policy | Company prohibits hedging/monetization transactions for directors |
Insider Trades
| Date | Form | Transaction | Detail |
|---|---|---|---|
| 2024‑01‑24 | Form 4 | Acquisition (non‑open market) | RSU grant consistent with director program (22,701 RSUs granted on 1/22/2024) |
| 2025 (filed) | Form 4 | Noted filing | Additional Form 4 filing exists for Catalano in 2025 (details not summarized here) |
Governance Assessment
- Positives:
- Independent director with strong industry expertise; leads governance and related‑party oversight as Nominating & Corporate Governance Chair .
- Robust engagement: >75% meeting attendance; active committee participation; Board held 9 meetings and 7 executive sessions in 2024 .
- Shareholder‑aligned practices: Board declassification process underway; say‑on‑pay support >94% in 2024 indicates investor confidence in compensation governance .
- Risk controls: Explicit hedging prohibition; committee oversight of enterprise risks and ethics .
- Watch items / RED FLAGS:
- Ownership alignment below guideline as of 12/31/2024 (0.68x vs $625k target), though within the five‑year compliance window to July 27, 2027; continued progress should be monitored .
- Multiple external board commitments (HF Sinclair, Frontdoor, Hexion, Ecovyst) increase time demands; Board expects directors to devote necessary time and to pre‑notify additional board service .
- Related‑party transactions with SI Group (linked to an Ecovyst director) and INEOS (beneficial owner) require ongoing rigorous committee oversight to avoid conflicts; current policy/committee approval in place .