Susan F. Ward
About Susan F. Ward
Independent director (age 64) serving on Ecovyst’s Board since 2020, with deep accounting and financial reporting expertise. Former Chief Accounting Officer at United Parcel Service (2015–Aug 2019) following 27 years at UPS, and 10 years in Assurance Services at Ernst & Young; designated an “audit committee financial expert.” Currently chairs Ecovyst’s Audit Committee and serves on audit/risk committees at two other public companies, indicating strong oversight credentials and material time commitments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service, Inc. | Chief Accounting Officer (most recent role) | 2015–Aug 2019; 27 years total at UPS | Led financial reporting for a global enterprise; senior financial executive experience |
| Ernst & Young | Assurance Services | 10 years | Public accounting and audit expertise |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Saia, Inc. | Director; Audit Committee Chair | Since Nov 2019 | Audit Committee Chair |
| Global Business Travel Group, Inc. | Director; Audit Committee Chair; Risk Management & Compliance Committee member | Since Sept 2021 | Audit Chair; Risk Mgmt & Compliance member |
Board Governance
- Committee assignments and chair roles: Audit Committee Chair; Audit Committee members are Ward (Chair), Bryan K. Brown, and Sarah Lorance; all are independent and financially literate; Ward, Brown, and Lorance designated “audit committee financial experts” .
- Committee activity: Audit Committee met 5 times in 2024; Compensation 5; Nominating & Corporate Governance 2; Health, Safety, Environment & Security 2 .
- Attendance and engagement: Board held 9 meetings in 2024; every director other than Coxon attended >75% of Board and applicable committee meetings during their service period; all then-sitting directors attended the 2024 annual meeting of stockholders .
- Independence: Board determined all directors other than the CEO are independent under NYSE standards; Ward is independent .
- Executive sessions: Independent directors met without management at seven Board meetings in 2024; Non-Executive Chairman Kevin Fogarty presided .
- Board structure and refresh: Declassification approved in 2024; transition to annual elections completes in 2027—improves accountability and investor alignment .
- Audit committee service limits: Board policy and NYSE rules require prior Board review for members serving on >3 public company audit committees; Ward currently serves on three (ECVT, Saia, GBTG), which is at the limit—acceptable but a meaningful workload to monitor .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $50,000 | Non-employee director policy |
| Audit Committee Chair retainer | $20,000 | Additional annual retainer for Audit Chair |
| 2024 Cash fees earned | $70,000 | Sum of board retainer + audit chair fee |
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | Jan 22, 2024 | 22,701 | $200,041 | Vest after one year of continued service or upon change in control |
- Non-employee directors receive annual RSUs with a target grant date fair value of $200,000; vesting after one year or upon change of control; no options or performance-conditioned equity disclosed for directors .
Other Directorships & Interlocks
| Relationship | Description | Governance Note |
|---|---|---|
| Public boards | Saia (Audit Chair); Global Business Travel Group (Audit Chair; Risk Mgmt & Compliance) | Expands audit oversight scope; raises workload/time-commitment considerations at the 3-audit-committee limit . |
| Related-party transactions at Ecovyst | Sales to INEOS affiliates ($9,657,616 in 2024); sales to SI Group ($106,899), where ECVT director David Bradley is CEO; Vanguard services ($11,650) | All approved by Nominating & Corporate Governance Committee under Item 404 policy; no Ward-specific related party ties disclosed . |
Expertise & Qualifications
- Senior financial executive and public accounting background; UPS CAO; 10 years at Ernst & Young; deep technical accounting and SEC reporting experience .
- Audit Committee financial expert designation; strong fit for Audit Chair role and ERM oversight .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 67,587 | As of Mar 24, 2025 |
| Ownership as % of shares outstanding | <1% | Star indicates less than 1% |
| Director stock ownership guideline | $625,000 | Applies to all non-employee directors |
| Ward’s ownership vs guideline | 0.80x | Calculated per policy; average closing price $7.39 (90-day period preceding Dec 31, 2024) |
| Time to guideline compliance | Until June 1, 2025 | Five-year window from her June 1, 2020 start date |
- Policy requires directors yet to meet guidelines to hold 50% of after-tax shares from vesting until satisfied; insider trading policy prohibits hedging/monetization transactions, supporting alignment .
Governance Assessment
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Strengths and positive signals:
- Independent Audit Committee Chair with “financial expert” status; robust committee charters and ERM oversight; all audit members independent .
- Strong Board engagement and oversight cadence: nine Board meetings; >75% attendance for all directors other than Coxon; seven executive sessions in 2024 .
- Board declassification underway—improves accountability; solid corporate governance framework and ownership guidelines .
- Shareholder sentiment supportive: 2024 say‑on‑pay approval >94% (overall governance environment) .
-
Watch items and potential red flags:
- Ownership guideline shortfall: Ward at 0.80x vs $625,000 requirement as of Dec 31, 2024; compliance deadline June 1, 2025—near-term alignment watchpoint .
- Audit committee workload: Serving on three public company audit committees (ECVT, Saia, GBTG) is at the Board/NYSE limit—acceptable but elevated time-commitment risk; monitor continuing effectiveness and attendance .
- Related-party exposure exists at company level (INEOS, SI Group, Vanguard), though governance controls require Nominating & Corporate Governance Committee review/approval; no Ward-specific related-party transactions disclosed .
- Hedging/monetization prohibited; no pledging disclosure—policy supports alignment but confirm ongoing adherence .
Overall, Ward’s profile aligns with strong audit and financial oversight, with a near-term focus on meeting director stock ownership guidelines and monitoring time commitments across three audit chair/committee roles.