Donald Althoff
About Donald Althoff
Donald Althoff (age 68) is an independent director of Ecovyst Inc. who joined the Board on May 8, 2024. He holds a B.S. in Chemical Engineering from the University of Illinois and brings over 40 years of experience across the chemical and energy industries, including CEO roles at Veresen Inc. and Veresen Midstream LP. His governance profile emphasizes health, safety, environment, and security oversight as Chair of Ecovyst’s HSES Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veresen Midstream LP | Director and Chairman of the Board | Sep 2019 – Sep 2022 | Strategic oversight of midstream assets (chair leadership) |
| Alliance Pipeline | Director | Sep 2019 – Dec 2022 | Board-level oversight of pipeline operations |
| Aux Sable LP | Director | Sep 2019 – Dec 2022 | Board-level oversight of NGL fractionation operations |
| Veresen Midstream LP | President & CEO | Oct 2017 – Sep 2019 | Led midstream operations and growth initiatives |
| Veresen Inc. | President & CEO | Nov 2012 – Sep 2017 | Led publicly listed energy company; strategic and operational leadership |
| Flex Fuel | President & CEO | Oct 2008 – Sep 2012 | Executive leadership in clean fuels |
| Amoco Corporation and BP PLC | Roles of increasing responsibility | 1981 – 2008 | Senior operating, commercial and leadership roles in chemicals/energy |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Veresen Inc. | President & CEO | Nov 2012 – Sep 2017 | Public company during tenure |
| Veresen Midstream LP | Director & Chairman; President & CEO | 2017 – 2022 | Not disclosed as public in proxy |
| Alliance Pipeline | Director | Sep 2019 – Dec 2022 | Not disclosed as public in proxy |
| Aux Sable LP | Director | Sep 2019 – Dec 2022 | Not disclosed as public in proxy |
Board Governance
- Independence: The Board affirmatively determined all directors except the CEO are independent under NYSE standards; Althoff is independent.
- Committee assignments: Chair, Health, Safety, Environment & Security (HSES) Committee as of May 8, 2024; committee members include Althoff (Chair), Bitting, Bradley.
- Committee activity: HSES Committee met 2 times in FY2024; Audit 5, Compensation 5, Nominating 2.
- Attendance: In 2024 the Board held 9 meetings; each director other than Mr. Coxon attended >75% of Board and applicable committee meetings (during their service periods).
- Executive sessions: Non-employee and independent directors met without management at 7 Board meetings; the Non-Executive Chairman presided.
- Board structure: Declassification approved in 2024; phased beginning with 2025 meeting, moving to annual elections by 2027.
Fixed Compensation
| Component | Detail | Amount/Date | Terms |
|---|---|---|---|
| Annual cash retainer | Standard non-employee director retainer | $50,000 (policy) | Paid quarterly in arrears |
| Committee chair fee | HSES Committee Chair (Althoff from May 8, 2024) | $15,000 annual (policy); $9,725 paid for 2024 partial-year chair service | Paid quarterly in arrears |
| 2024 cash fees earned | Fees earned or paid in cash | $42,143 | 2024 director compensation table |
| Annual equity grant | Standard RSUs for directors | $200,000 grant date fair value (policy) | Vest after 1 year or earlier upon change in control |
| 2024 RSU grant (Althoff) | RSUs granted upon election | 13,303 RSUs (May 20, 2024) | Vest upon continued service through May 20, 2025 or earlier upon change in control |
| 2024 stock awards (Althoff) | Grant-date fair value | $130,103 | ASC 718 valuation |
Performance Compensation
| Item | Disclosed? | Notes |
|---|---|---|
| Performance award types (director) | No | Directors receive time-based RSUs; no PSUs/options disclosed for directors in 2024 |
| Performance metrics tied to director comp | No | Not applicable for non-employee directors at Ecovyst |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond Ecovyst.
- Interlocks/conflicts: Related-party transactions disclosed in 2024 with INEOS affiliates ($9,657,616 sales), SI Group ($106,899; CEO is Ecovyst director David Bradley), and Vanguard ($11,650 for plan services), all reviewed/approved under policy; no transactions disclosed involving Althoff.
Expertise & Qualifications
- Education: B.S., Chemical Engineering, University of Illinois.
- Domain expertise: 40+ years in chemicals and energy; prior CEO roles; midstream operations and pipeline governance.
- Governance capabilities: Chairing HSES Committee overseeing health, safety, environmental, security, and sustainability risk and performance.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Stock ownership guideline (directors) | $625,000 required | 5 years to achieve; 50% post-vest holding until compliant |
| Althoff ownership multiple (12/31/2024) | 0.16x of guideline | Calculated using $7.39 average price over prior 90 days |
| Beneficial ownership (3/24/2025) | — shares; <1% | As disclosed in beneficial ownership table; “—” indicates no shares reported |
| Pledging/hedging | Prohibited | Insider Trading Policy forbids hedging/monetization transactions |
Governance Assessment
- Strengths: Independent status; immediate leadership as HSES Committee Chair; Board maintains robust governance practices including executive sessions, risk oversight, and declassification toward annual elections; prohibitions on hedging; clear related-party review controls; strong attendance disclosure.
- Alignment: Director compensation tilted to equity via RSUs (time-based) alongside cash retainers; stock ownership guideline in place with 5-year compliance window for new directors.
- Shareholder signals: 2024 say‑on‑pay support exceeded 94%, indicating broad investor support for compensation framework (executive context, supportive of governance environment).
- Related‑party risk: No Althoff-specific related‑party transactions disclosed; broader RPTs (INEOS, SI Group, Vanguard) were reviewed and approved under policy—monitor SI Group transactions given board linkage through Bradley.
- RED FLAGS:
- Below guideline ownership early in tenure (0.16x vs $625k requirement), though within 5-year compliance window; monitor progression for alignment.
- Ensure continued independence regarding any future engagements with entities from Althoff’s prior industry affiliations; currently, no RPTs disclosed involving him.
Overall, Althoff adds deep operational and safety/environment expertise as HSES Chair, with independence affirmed and no disclosed conflicts. Key watch items are ownership guideline progress and maintaining strict related‑party controls as Ecovyst executes strategic initiatives.