Kevin M. Fogarty
About Kevin M. Fogarty
Kevin M. Fogarty, age 59, is Ecovyst’s Non-Executive Chairman and an independent director, serving since April 2022. He previously led Kraton Corporation as President & CEO (2008–2022) after senior roles at Kraton (EVP Global Sales & Marketing, 2005–2007), Invista (President, Polymers & Resins, 2004–2005) and within Koch Industries companies (1991–2004). He chaired Ecovyst’s Nominating & Corporate Governance Committee from July 2022 through December 31, 2023, and currently serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraton Corporation | President & CEO; Director | Jan 2008–Mar 2022 | Led strategic transformation and operations |
| Kraton Corporation | EVP Global Sales & Marketing | May 2005–Dec 2007 | Commercial leadership |
| Invista | President, Polymers & Resins | May 2004–Apr 2005 | Business leadership |
| Koch Industries family | Various roles | 1991–Apr 2004 | Multi-division experience |
| Ecovyst (Board) | Chair, Nominating & Corporate Governance | Jul 2022–Dec 31, 2023 | Ethics/compliance oversight; related-party review |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Magnera Corporation | Chairman; Director | Since Nov 2024 | Compensation Committee member |
| P.H. Glatfelter Company | Chairman (prior to Magnera merger) | 2012–Nov 2024 | Compensation; Nominating & Corporate Governance |
| OPAL Fuels Inc. | Director | Since 2022 | Audit; Compensation |
| American Chemistry Council | Director (prior) | Not disclosed | — |
Board Governance
- Independence: Board affirmatively determined all directors except CEO are independent; Fogarty is independent .
- Leadership: Non-Executive Chairman since April 2022; presides over independent director sessions and may call such meetings .
- Committee Assignments (2024): Member—Compensation (joined May 8, 2024) and Nominating & Corporate Governance; not on Audit or HSES .
- Meetings & Attendance (2024): Board held 9 meetings; independent directors met without management at 7 Board meetings; each director other than Mr. Coxon attended >75% of Board/committee meetings (Fogarty included) .
- Committee Meeting Counts (2024): Audit 5; Compensation 5; Nominating & Corporate Governance 2; Health, Safety, Environment & Security (HSES) 2 .
- Risk Oversight: Committees oversee ERM, cyber, incentives/clawback, ethics, and HSES risks; NCG reviews and approves related-party transactions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board cash retainer | $50,000 | $50,000 |
| Non-Executive Chair cash differential | $50,000 | $50,000 |
| Committee chair cash fee (NCG) | $15,000 (Fogarty as chair) | $0 (Catalano chair in 2024) |
| Fees Earned or Paid in Cash (proxy table) | $115,000 | $100,000 |
| Non-employee director equity RSU grant (standard) | $200,000 grant-date fair value | $200,000 grant-date fair value |
| Non-Exec Chair RSU differential | $200,000 grant-date fair value | $200,000 grant-date fair value |
| Stock Awards (proxy table) | $399,996 | $400,082 |
| Total Compensation (proxy table) | $514,996 | $500,082 |
Notes:
- Annual cash retainers paid quarterly; grants under 2017 Omnibus Incentive Plan .
- Director equity awards typically vest after one year or upon earlier change in control .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Jan 16, 2023 | RSUs (Board service + Chair differential) | 40,650 (20,325 + 20,325) | Included in $399,996 2023 stock awards | Vest after one year or earlier change in control |
| Jan 22, 2024 | RSUs (Board service + Chair differential) | 45,402 (22,701 + 22,701) | Included in $400,082 2024 stock awards | Vest Jan 22, 2025 or earlier change in control |
- Performance metrics: None for director equity; RSUs are time-based; no PSU/option awards disclosed for Fogarty’s director compensation .
- Change-of-control: RSUs for directors accelerate upon a change in control (single-trigger) .
- Clawback: Compensation Committee may apply clawback under the 2017 Plan and the Company’s recoupment policy, including time-based awards, consistent with SEC/NYSE rules .
Other Directorships & Interlocks
| Attribute | Detail |
|---|---|
| Compensation Committee interlocks | None—no Ecovyst executive serves on boards/comp committees of other entities with reciprocal ties |
| Related-party transactions overseen by NCG | INEOS affiliates: $9,657,616 sales (2024); SI Group (CEO is Ecovyst director Bradley): $106,899 sales; Vanguard services: $11,650; all approved by NCG per policy |
| Fogarty potential conflicts | No disclosed related-party transactions involving Fogarty’s external boards (Magnera, OPAL Fuels) with Ecovyst |
Expertise & Qualifications
- 30+ years in chemicals with CEO tenure at Kraton; deep operating, commercial, and governance experience .
- Board leadership at Magnera/Glatfelter and committee service (Compensation, Audit) indicating compensation oversight and financial governance exposure .
- As Ecovyst Non-Executive Chair, leads independent director executive sessions and board oversight processes .
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mar 24, 2025 | 165,852 | <1% (of 117,385,510 shares) | Beneficial ownership table shows asterisk for <1% |
Stock Ownership Guidelines Compliance (Directors, as of Dec 31, 2024):
- Requirement: $625,000; Fogarty ownership multiple: 1.96x; he has until Apr 27, 2027 to meet, but already satisfied as of Dec 31, 2024 .
- Policy requires holding 50% of net shares until guideline met; five years to comply .
Governance Assessment
- Board effectiveness: Fogarty’s independent chair role, strong attendance, and structured executive sessions support robust oversight and investor confidence .
- Committee expertise: Service on Compensation and NCG aligns with pay governance, ethics/compliance, and related-party oversight best practices; NCG approves Item 404 transactions .
- Alignment & pay mix: Balanced cash retainer plus equity RSUs; additional Chair differential in both cash and RSUs. Year-over-year, cash decreased due to relinquishing NCG chair; equity stable—no options or PSUs, reducing risk of misaligned incentives for a director .
- Policies: Anti-hedging policy referenced; clawback framework covers time-based awards; majority voting resignation policy; declassification underway—enhances accountability .
- RED FLAGS and risks:
- Single-trigger vesting on change-of-control for director RSUs may be viewed as less shareholder-friendly versus double-trigger; mitigated by modest scale of director grants .
- Related-party transactions with significant shareholders (INEOS) and a company led by a sitting director (SI Group) exist; however, they are approved by NCG under formal policies, reducing conflict risk .
- No pledging, loans, or personal perquisites disclosed for Fogarty; attendance threshold exceeded; no legal or SEC proceedings noted in proxy excerpts .
Committee Membership Snapshot (2023 vs. 2024)
| Committee | 2023 Status | 2024 Status |
|---|---|---|
| Audit | Not a member | Not a member |
| Compensation | Not a member in 2023 | Member (joined May 8, 2024) |
| Nominating & Corporate Governance | Chair (entirety of 2023) | Member (Catalano Chair) |
| Health, Safety, Environment & Security | Not a member | Not a member |
Director Compensation Structure
| Component | Policy Detail |
|---|---|
| Cash retainer | $50,000 annually |
| Committee chair fees | Audit Chair $20,000; other committee chairs $15,000 |
| RSUs (standard) | $200,000 grant-date fair value; 1-year vest or earlier change in control |
| Non-Exec Chair differential | +$50,000 cash and +$200,000 RSUs; same vesting as standard RSUs |
| Plan & payment cadence | Awards under 2017 Plan; cash paid quarterly in arrears |
Attendance & Engagement
- 2024: Board met 9 times; independent sessions at 7 Board meetings; Fogarty presided over independent sessions; directors (except Coxon) met >75% attendance .
- Continuing education and “teach-ins” for the Board; outside advisers engaged as needed .
Say-on-Pay Context
- Advisory vote on executive compensation presented annually; reflects Compensation Committee philosophy and oversight (context for Fogarty’s Compensation Committee role) .
Overall, Fogarty’s governance posture combines independent chair leadership, formal risk and pay oversight, strong attendance, and meaningful equity ownership versus guidelines—supportive of investor confidence. Monitoring of related-party transactions (INEOS, SI Group) through NCG, and awareness of single-trigger equity acceleration, are the key governance watchpoints .