Sarah Lorance
About Sarah Lorance
Independent director of Ecovyst (ECVT) since March 1, 2024; age 51 as of March 1, 2025. Background spans 25+ years across compliance, finance, and risk, including Chief Compliance Officer at Elevance Health (formerly Anthem) and current owner/executive consultant at Autumn Advisors, LLC. Education: B.B.A. in Accounting (University of Iowa); CPA (inactive); NACD Directorship Certified®. Current external board roles include VSP Vision (Finance and Audit Committees), University of Denver’s Knoebel Institute of Healthy Aging (Advisory Board), and prior leadership with the Alzheimer’s Association (Chair of Board and Executive Committee; Compensation, Governance and Nominating, Finance and Audit Committees). The Board characterizes her as an audit committee financial expert with strong finance, risk management and compliance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance Health, Inc. (formerly Anthem, Inc.) | Chief Compliance Officer; various capacities | Mar 1998–Oct 2020 | Led compliance, risk management programs |
| Autumn Advisors, LLC | Owner & Executive Consultant | Nov 2021–present | Advisory work in compliance/risk; independent consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VSP Vision | Director | Since Jan 2024 | Finance and Audit Committees |
| University of Denver – Knoebel Institute of Healthy Aging | Advisory Board Member | Since Sep 2023 | Advisory oversight; aging/health focus |
| Alzheimer’s Association | Director; Chair of Board; Chair of Executive Committee | Jan 2015–Oct 2024 | Compensation; Governance & Nominating; Finance; Audit Committees |
Board Governance
- Class I director; Board transitioning to annual elections (declassification begins with 2025 meeting; full annual elections from 2027) .
- Committees: Audit Committee member since May 8, 2024; Audit Committee composition: Susan F. Ward (Chair), Bryan K. Brown, Sarah Lorance. Board determined all are independent; all financially literate; each designated an “audit committee financial expert” under SEC rules .
- Attendance: Board held 9 meetings in 2024; each director other than Mr. Coxon attended more than 75% of Board and applicable committee meetings (during periods served) .
- Independence: Board affirms independence for all current directors except CEO Kurt J. Bitting; all Board committees comprised of independent directors .
- Engagement: Seven executive sessions of independent directors in 2024; robust director education program and ongoing risk oversight through committees .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $41,667 | Prorated for service starting Mar 1, 2024 (standard $50,000 annual cash retainer) . |
| RSU grant (annual director policy) | $167,212 (grant-date fair value) | RSUs granted Mar 8, 2024 in connection with appointment; 18,077 RSUs; vest after one year of continued service or earlier change in control . |
| Committee chair fees | — | Not a chair; Audit Committee chair receives $20,000; other committee chairs $15,000 . |
| Meeting fees | — | Not disclosed in policy; retainers paid quarterly in arrears . |
| Total 2024 director comp | $208,879 | Sum of cash and stock awards . |
Policy detail: non‑employee directors receive $50,000 cash retainer plus annual RSUs with $200,000 grant-date fair value; one-year vest or earlier upon change-in-control; awards under the 2017 Omnibus Incentive Plan .
Performance Compensation
| Item | Structure | Metrics |
|---|---|---|
| Director equity | Time‑based RSUs (no performance conditions) | None; vests after one year of service or earlier change in control . |
| Options/PSUs | Not used for directors | Not applicable . |
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Committee/Interlocks |
|---|---|---|---|
| VSP Vision | Private | Director | Finance and Audit Committees; no disclosed supplier/customer interlock with ECVT . |
| University of Denver – Knoebel Institute of Healthy Aging | Non‑profit/Academic | Advisory Board Member | Advisory role; no related‑party exposure disclosed . |
| Alzheimer’s Association | Non‑profit | Director; Chair | Compensation, Governance & Nominating, Finance, Audit; concluded Oct 2024 . |
- Conflict controls: Nominating & Corporate Governance Committee oversees ethical compliance, including avoidance of conflicts of interest .
- Insider Trading Policy: prohibits hedging/monetization transactions; governance framework explicitly forbids short sales, hedging or pledging of Company securities .
Expertise & Qualifications
- Finance/accounting: B.B.A. in Accounting; CPA (inactive); Audit Committee financial expert designation .
- Compliance/risk: Former Chief Compliance Officer; risk management and enterprise risk oversight experience .
- Governance credentials: NACD Directorship Certified® .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 18,077 shares | As reported in beneficial ownership table . |
| Shares outstanding (as of Mar 24, 2025) | 117,385,510 | Basis for ownership % calculation . |
| Ownership % of outstanding | ~0.015% | Computed: 18,077 ÷ 117,385,510; source values cited . |
| Director stock ownership guideline | $625,000 | Five years to achieve; 50% post‑vest holding until compliant . |
| Compliance status (as of Dec 31, 2024) | 0.21x of guideline | Calculated per 90‑day average price methodology; deadline Mar 1, 2029 . |
| Unvested/vested detail | RSUs granted Mar 8, 2024 vest Mar 8, 2025 (service condition) | No director options disclosed . |
Governance Assessment
- Board effectiveness: Audit Committee financial expert; relevant compliance and risk background strengthens ERM and controls oversight; independent status affirmed; active committee work .
- Attendance/engagement: Board met 9 times in 2024; directors (including Lorance) exceeded 75% attendance; seven independent executive sessions signal active oversight culture .
- Alignment: Director pay is standard market structure (cash retainer + time‑based RSUs); ownership guidelines ($625k) with holding requirements promote long‑term alignment; Lorance currently below guideline but has until Mar 1, 2029 to comply — a watch item, not a red flag .
- Conflicts/related‑party: No related‑party transactions disclosed; explicit policies prohibit hedging/pledging; Nominating & Corporate Governance Committee oversees conflict avoidance — positive signals for investor confidence .
- Shareholder support context: 2024 say‑on‑pay received 98,135,133 “For” vs. 5,568,322 “Against” and 12,126 abstain; Board declassification approved by stockholders — constructive governance evolution .
RED FLAGS: None disclosed specific to Lorance. Monitoring items: below‑guideline ownership multiple (0.21x) with a five‑year window to reach $625k; ensure continued progress toward ownership threshold .