Christopher T. Fraser
Element SolutionsAbout Christopher T. Fraser
Independent director at Element Solutions Inc (ESI) since 2019; age 67. Serves on the Audit Committee and Nominating & Policies Committee. Former CEO/Chairman across multiple specialty chemicals businesses; holds a B.S. in Chemistry and Business Administration (University of Connecticut) and an MBA (Pepperdine University). Independence affirmed by the Board under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KMG Chemicals Inc. | Chairman of the Board; Director | Dec 2012–Nov 2018; Director May 2008–Nov 2018 | Led board through industry cycles; governance oversight |
| KMG Chemicals Inc. | CEO & President (incl. interim CEO) | Jul 2013–Sep 2013 (interim); Sep 2013–Nov 2018 | Operational leadership, strategic planning |
| Chemical Lime Company | President & CEO | 2006–2009 | Led a North American producer of alkaline products |
| OCI Chemical Corporation (subsidiary of DC Chemical Co.) | President & CEO | 1996–2006 | Managed global chemicals operations |
| Advent International | Operating Partner | 2011–2018 | Advised on industrial transactions |
| SK Capital Partners | Senior Operating Director | 2020–Dec 2022 | Portfolio value creation in chemicals |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| PHX Minerals Inc. (NYSE: PHX) | Public | Director | 2019–2022 | Audit & Compensation Committees |
| Smart Chemical Solutions, LLC | Private | Director | Current | Oil & gas chemicals focus |
| NuCera Solutions LLC | Private | Director | 2020–2022 | Private company governance |
| Techmer PM, LLC | Private | Director | 2020–2022 | Private company governance |
Board Governance
- Committee assignments: Audit (member) and Nominating & Policies (member) .
- Independence: Board determined Fraser to be independent under NYSE/SEC rules; Board is 75% independent and all Committees are fully independent .
- Attendance: In 2024, each director attended over 75% of Board and relevant Committee meetings; Board held 5 meetings and acted by written consent 4 times .
- Committee activity: Audit met 5 times in 2024; Nominating & Policies met 2 times; Audit oversees related-party transactions and risk management .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member | 5 |
| Nominating & Policies Committee | Member | 2 |
Fixed Compensation
| Component | ESI Director Program (2024) | Notes |
|---|---|---|
| Board Membership Fee | $75,000 | Paid quarterly |
| RSU Grant | ~$140,000 | Granted June 4, 2024; vests June 3, 2025 |
| Committee Membership Fee | $7,500 | Per committee |
| Audit Chair Fee | $20,000 | Committee chair premium |
| Compensation Chair Fee | $20,000 | Committee chair premium |
| Nominating & Policies Chair Fee | $15,000 | Committee chair premium |
| Lead Director Fee | $20,000 | Leadership premium |
| Name | Fees Earned (Cash) | Stock Awards (Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Christopher T. Fraser | $95,357 | $140,002 | $2,357 | $237,716 |
Dividend equivalents: RSUs accrue cash dividend equivalents; paid only upon vesting and subject to the same terms as RSUs .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| RSUs (Director) | Jun 4, 2024 | 6,045 | $140,002 | Time-based; vests Jun 3, 2025; accrues dividend equivalents |
- Non-employee directors’ RSUs are time-based; no performance metrics or options were disclosed for directors in 2024 .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| PHX Minerals Inc. | Low | Role ended in 2022; committees Audit & Compensation |
| Smart Chemical Solutions (private) | Moderate thematic relevance | Chemicals sector adjacency; no ESI related-party transactions disclosed |
| NuCera Solutions; Techmer PM (private) | Low | Prior roles ended 2022 |
- Compensation Committee interlocks: Company disclosed no interlocks or insider participation in 2024 .
- Related-party transactions: Audit Committee reviews; no transactions involving Fraser disclosed .
Expertise & Qualifications
- 25+ years as CEO across chemicals companies; strategic planning, M&A, business development .
- Chemistry and business academic background; private equity operating experience (Advent, SK Capital) .
- Board-level skills align with ESI’s matrix: chemicals industry, global operations/manufacturing, risk management, M&A/capital markets .
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | Rights to Acquire (60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Christopher T. Fraser | 54,728 | 6,045 (RSUs expected to vest by Jun 3, 2025) | 60,773 | <1% |
- Director stock ownership guideline: ≥1,000 shares; all qualifying directors meet the guideline .
- Hedging/pledging: Prohibited for directors and executives; policy restricts hedging, short sales, and advises caution on margin/pledging; no pledged shares disclosed for Fraser .
Governance Assessment
- Board effectiveness: Fraser strengthens oversight through Audit and Nominating roles; Audit Committee reviews financial reporting, risk, and related-party transactions; Board reports robust independence and regular executive sessions .
- Alignment and incentives: Director pay mix includes significant equity via RSUs, supporting ownership alignment; clear ownership guidelines and dividend-equivalent accruals only at vesting .
- Independence/attendance: Independence affirmed; attendance above 75% alongside full committee independence, mitigating governance quality concerns .
- Conflicts/RED FLAGS: No legal proceedings disclosed; no related-party transactions involving Fraser; compensation committee interlocks not present; hedging/pledging prohibited—low conflict risk signals .
- Shareholder signals: Say-on-Pay received ~78% approval in 2024—supportive of compensation governance; ongoing investor engagement program .