Elyse Filon
Element SolutionsAbout Elyse Filon
Independent director since 2021; age 64. Former VP – Finance at W.R. Grace & Co.; JD from Harvard Law School and BA from Rutgers University. Recognized for strategic planning, global M&A, international tax planning, capital markets, currency management, and legal expertise; currently serves as Audit Committee Chair and is designated an “audit committee financial expert.” Independent under NYSE/SEC rules; no current public company boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GCP Applied Technologies Inc. | Strategic Advisor | Nov 2016–Jun 2019 | Consulted on M&A, strategic planning/analysis, corporate structure; co-led spin-off from W.R. Grace. |
| W.R. Grace & Co. | Various leadership roles; VP – Finance | VP 2012–Jun 2016; total ~20 years | Strategic planning/analysis, global M&A, tax planning, capital markets, currency management. |
| Sterling Winthrop Pharmaceuticals | International Tax Counsel | Not disclosed | Legal and international tax background. |
| Kelley, Drye & Warren LLP (NYC) | Attorney | Not disclosed | Legal practice experience. |
External Roles
- Public company directorships: None.
Board Governance
- Committee assignments: Audit Committee Chair; members on Audit include Filon (Chair), Fraser, Goss. Audit met 5 times in 2024.
- Independence and expertise: Independent; qualifies as an “audit committee financial expert.”
- Attendance: Each director attended over 75% of Board and applicable committee meetings in 2024; Board held 5 meetings with executive sessions regularly.
- Board composition: 75% independent; fully independent committees; majority vote standard for director elections.
| Governance Metric (2024) | Value |
|---|---|
| Board meetings held | 5 |
| Audit Committee meetings held | 5 |
| Filon attendance benchmark | >75% of Board and committee meetings (all directors) |
| Independence status | Independent director |
As Audit Chair, Filon’s remit includes oversight of financial reporting and internal controls, pre-approval of auditor services/fees, risk assessment, complaints handling, related-party transactions review, and internal audit oversight; PwC independence and audit scope reviewed and recommended by the committee.
Fixed Compensation
Director compensation program components (service year Jun 2024–Jun 2025, unchanged vs 2023):
| Component | Amount (USD) |
|---|---|
| Board membership fee | $75,000 |
| RSU grant (approx. grant-date value) | $140,000 |
| Lead Director incremental fee | $20,000 |
| Committee membership fee | $7,500 |
| Audit Committee Chair fee | $20,000 |
| Compensation Committee Chair fee | $20,000 |
| Nominating & Policies Chair fee | $15,000 |
| Dividend equivalents on director RSUs | Accrue; paid upon vesting under same terms |
| Stock ownership guideline | ≥1,000 shares after 1 year; all qualifying directors meet |
Filon – 2024 reported director compensation:
| Category (FY2024) | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $89,643 |
| Stock awards (RSUs, grant-date fair value) | $140,002 |
| All other compensation (dividend equivalents) | $2,357 |
| Total | $232,002 |
Performance Compensation
- RSU award: 6,045 RSUs granted June 4, 2024; vest on June 3, 2025, subject to continuous directorship; dividend equivalents accrue and settle on vest.
- Structure: Time-based vesting; no performance metrics attached to director RSUs.
| Equity Award Detail | 2024–2025 Grant |
|---|---|
| RSUs granted (shares) | 6,045 |
| Grant date | Jun 4, 2024 |
| Vest date | Jun 3, 2025 |
| Grant-date fair value | $140,002 |
| Dividends | Cash dividend equivalents accrue; paid on vest |
| Performance metrics | None disclosed for director RSUs (time-based vesting) |
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None | — | — |
- Interlocks/conflicts noted: None for Filon; she does not serve on other public company boards.
Expertise & Qualifications
- Strategic planning and analysis; global M&A; international tax planning; capital markets; currency management; legal background (JD).
- Designated “audit committee financial expert.”
Equity Ownership
Beneficial ownership as of April 7, 2025 (Record Date):
| Holder | Common Shares Owned | Rights to Acquire (within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Elyse Filon | 17,906 | 6,045 RSUs expected to vest by Jun 3, 2025 | 23,951 | <1% (based on 242,504,073 shares) |
- Pledging/hedging: None of the named persons’ shares are pledged; applies to Filon.
- Ownership guideline compliance: Directors with >1 year service expected to own ≥1,000 shares; all qualifying directors meet (Filon meets).
Governance Assessment
- Board effectiveness: Filon chairs the Audit Committee, with clear oversight over financial reporting, auditor independence/fees, internal audit, risk, complaints, and related-party transactions; she and Goss are designated financial experts, supporting strong audit oversight.
- Independence and engagement: Independent status; >75% attendance; active role presiding over executive sessions for Audit Committee, reinforcing independent oversight.
- Pay alignment: Director pay mix balanced with cash retainer and meaningful equity; RSUs are time-based and include dividend equivalents; ownership guideline requires at least 1,000 shares and Filon meets it.
- Ownership alignment: Filon beneficially owns 17,906 shares plus 6,045 RSUs, with no pledging; percentage of class <1% is typical for non-employee directors.
- Conflicts/related party exposure: No Filon-specific related-party transactions disclosed; as Audit Chair, Filon oversees related-party reviews (e.g., advisory fee arrangement with Mariposa Capital referenced elsewhere), which mitigates conflict risk.
- Shareholder sentiment: Say-on-Pay support of ~78% at 2024 Annual Meeting indicates acceptable compensation governance; continued outreach noted.
RED FLAGS
- None identified for Filon in proxy disclosures: no pledging, no external public boards creating interlocks, independent status maintained, and strong committee leadership.