Bryan K. Brown
About Bryan K. Brown
Independent director of Ecovyst Inc. since April 2022; age 57 as of March 1, 2025. Brown is a capital-markets attorney (partner at Jones Day since April 2019; prior partnerships at Reed Smith, Thompson & Knight, Porter Hedges) and previously worked at the SEC’s Division of Corporation Finance; he is NACD Directorship Certified and a U.S. Army veteran (honorably discharged as Captain) . He is independent under NYSE standards and was re-nominated in 2025 to a one-year Class III term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Partner, Financial Markets – Capital Markets | Apr 2019–present | Public company advisory experience |
| Reed Smith | Partner | Nov 2013–Apr 2019 | Capital markets practice |
| Thompson & Knight | Partner | Mar 2012–Nov 2013 | Capital markets practice |
| Porter Hedges | Partner | May 1998–Feb 2012 | Capital markets practice |
| U.S. SEC, Div. of Corp. Finance | Attorney | Prior to private practice (dates not specified) | Public company disclosure/regulatory experience |
| U.S. Army | Captain (honorably discharged) | Sep 1986–Sep 2006 | Leadership credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sam Houston University, College of Business | Board of Advisors member | Not disclosed | Advisory role |
| The John Cooper School | Audit Committee member | Not disclosed | Private/educational institution |
| NACD | NACD Directorship Certified | Completed (date not disclosed) | Governance credential |
Board Governance
- Committee assignments and expertise:
- Audit Committee member; Ecovyst determined Brown independent under Rule 10A-3 and NYSE standards; he is “financially literate” and considered an “audit committee financial expert” .
- Nominating & Corporate Governance Committee member; committee is fully independent and oversees governance policy and related-party approvals .
- Board attendance: Board met 9 times in 2024; each director other than Mr. Coxon attended >75% of Board and applicable committee meetings; non-management/independent directors held 7 executive sessions in 2024 .
- Independence: Board affirmatively determined all directors except the CEO are independent .
- Board structure: Declassification in process; Brown (Class II) was re-nominated in 2025 to a one-year Class III term; starting 2027 all directors elected annually .
| Committee | Role | Chair? |
|---|---|---|
| Audit Committee | Member | No |
| Nominating & Corporate Governance Committee | Member | No |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Not a committee chair; Audit chair receives $20k; other chairs $15k |
| Meeting fees | $0 | Not disclosed; not part of policy |
| Non-Executive Chair differential | N/A | Applies to Mr. Fogarty only |
Director compensation received in 2024:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Bryan K. Brown | $50,000 | $200,041 | $250,041 |
Compensation mix (2024): Cash 20.0% ($50,000) and Equity 80.0% ($200,041), total $250,041 .
Equity grants (non-employee director program):
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Jan 22, 2024 | RSU | 22,701 | Included in $200,041 director stock awards | Vested Jan 22, 2025; accelerates on change-in-control |
Stock ownership guidelines (directors): minimum $625,000 within 5 years; 50% post-vest holding (after-tax) until met . Brown’s compliance multiple: 0.76x as of Dec 31, 2024; deadline Apr 27, 2027 .
Performance Compensation
- None disclosed for directors. Annual director equity is time-based RSUs (no PSUs/options for directors in 2024) .
Other Directorships & Interlocks
- No other public company directorships disclosed for Brown .
- Related-party oversight: As an Nominating & Corporate Governance Committee member, Brown participates in reviewing/approving related-party transactions per policy .
- Company-level related transactions (approved under policy):
- INEOS affiliates: $9,657,616 sales in FY2024; INEOS is a 7.70% holder .
- SI Group (CEO is Ecovyst director David Bradley): $106,899 sales in FY2024 .
- Vanguard: $11,650 for plan services in FY2024; Vanguard is an 8.95% holder .
Expertise & Qualifications
- Capital markets and public company advisory expertise; prior SEC CorpFin experience; NACD Directorship Certified; audit committee financial expert determination .
- Governance engagement: serves on audit/governance committees; participates in Board “Teach-Ins” and continuing education; Board held 7 independent executive sessions in 2024 .
Equity Ownership
| Item | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (Brown) | 63,942 shares | As of Mar 24, 2025 |
| Shares outstanding | 117,385,510 | As of Mar 24, 2025 |
| Ownership as % of shares outstanding | ~0.05% (63,942 / 117,385,510) | Derived from disclosed figures |
| Director ownership guideline | $625,000 target; 5-year window; 50% post-vest hold until met | Policy |
| Brown guideline compliance | 0.76x; deadline Apr 27, 2027 | Calculated per guideline methodology |
Insider trading policy prohibits hedging/monetization transactions (e.g., collars, swaps) for directors and employees .
Insider Trades
| Date | Type | Code | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-01-22 | RSU settlement to common | A | 22,701 | $0.00 | 63,942 |
Note: Company investor site lists additional Form 4 filings in Feb 2025 for Brown (RSU vesting/acquisition), but specific share counts are not provided here .
Governance Assessment
- Positives
- Independence and committee roles: Brown is independent, sits on two key committees (Audit; Nominating & Corporate Governance), and is designated an audit committee financial expert—supportive for oversight quality .
- Attendance/engagement: Board met nine times; directors (except Coxon) attended >75%; seven executive sessions of independent directors in 2024—indicates active oversight .
- Alignment policies: robust director stock ownership guidelines; hedging prohibited; majority independent board; declassification underway—improves accountability .
- Watch items / potential RED FLAGS
- Ownership alignment gap: Brown is at 0.76x versus $625,000 guideline; has until Apr 27, 2027 to comply; monitor progress and any pledge/hedge violations (hedging prohibited) .
- Related-party exposure at board level: material sales with INEOS (7.70% holder) and smaller sales to SI Group (CEO is Ecovyst director) require continued rigorous committee oversight; Brown participates via Nominating & Corporate Governance Committee .
- Director equity is time-based RSUs (no performance linkage), which is typical but offers limited direct pay-for-performance sensitivity for board-level pay; ensure equity holding/retention requirements maintain alignment .
Overall: Brown’s regulatory and capital-markets background plus audit expertise strengthens board effectiveness. Key governance monitoring items are ownership guideline compliance and continued robust handling of related-party transactions through the Nominating & Corporate Governance Committee he serves on .