Ian G.H. Ashken
Element SolutionsAbout Ian G.H. Ashken
Ian G.H. Ashken (age 64) is an independent director of Element Solutions Inc (ESI) and has served on the Board since 2013. He is a former co-founder and senior executive of Jarden Corporation (Vice Chairman, President, CFO, Secretary) and previously held CFO roles at Benson Eyecare, Lumen Technologies, and Bollé. His core credentials emphasize finance, public accounting, internal audit, risk management, and M&A leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jarden Corporation | Co-founder; Vice Chairman, President, CFO, Secretary; Director | 2001–2016 | Led finance and executive management through merger with Newell in 2016; deep M&A and capital markets experience |
| Benson Eyecare, Lumen Technologies, Bollé | Vice Chairman and/or Chief Financial Officer | 1992–2000 | Finance leadership and public company governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APi Group Corporation (APG) | Director | Since 2019 | Beneficial owner of ~5,994,112 shares (2.2%); shares subject to 2021 proxy agreement granting Sir Martin Franklin voting control, indicating network interlocks; committee roles not disclosed here |
| Nomad Foods Limited (NOMD) | Director | Since 2014 | Director; committee roles not disclosed here |
Board Governance
- Committee assignments: Compensation Committee member; Chair of Nominating and Policies Committee .
- Independence: Board determined Ashken is independent under NYSE/SEC rules .
- Attendance: In 2024, each director attended over 75% of Board and applicable committee meetings; Board held 5 meetings (plus 4 written consents); executive sessions are held regularly .
- Committee activity: Audit Committee met 5 times; Compensation met 3 times; Nominating and Policies met 2 times in 2024 .
- Lead independent oversight exists (Michael F. Goss), with responsibilities including related-party transaction review .
- Stockholder engagement: Management and Board engaged investors representing ~85% of shares between Apr 2024–Apr 2025 .
- Say-on-Pay support: 78% approval at 2024 annual meeting; 2025 LTI design changes (relative TSR modifier and EPS replacing CRI) reflected investor feedback .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Annual Cash Retainer | $75,000 | Paid quarterly |
| Committee membership fee | $7,500 | Per committee |
| Nominating & Policies Committee Chair fee | $15,000 | Chair premium |
| Total 2024 Cash Fees (Ashken) | $97,500 | $75,000 + $7,500 + $15,000 |
| Director | 2024 Fees Earned ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Ian G.H. Ashken | 97,500 | 140,002 | 2,357 (dividend equivalents on prior RSUs) | 239,859 |
- Director stock ownership guidelines: ≥1,000 shares after one year of service; all qualifying directors are in compliance .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Director RSUs (annual) | June 4, 2024 | 6,045 RSUs | 140,002 | Vest June 3, 2025 (earlier of one-year after grant or 2025 AGM), subject to continuous directorship; dividend equivalents accrue until vesting |
| Dividend equivalents (paid in 2024 on 2023 director RSUs) | — | — | 2,357 | Paid upon vesting of 2023 director RSUs |
Note: ESI does not disclose performance metrics for non-employee director equity awards; director RSUs are time-based, not performance-based .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Commentary |
|---|---|---|
| APi Group Corporation | Ashken and Sir Martin Franklin both serve as directors; Sir Martin beneficially owns ~11.1% and holds voting proxies over shares of IGHA and Ashken trusts at APG | No ESI disclosure of business transactions with APG; monitors network influence risk via independent lead director and committee structures |
| Nomad Foods Limited | Ashken director; Sir Martin Franklin co-founder/co-chair | Food manufacturing unrelated to ESI’s specialty chemicals; no related-party transactions disclosed at ESI tied to Ashken |
Expertise & Qualifications
- Financial expert-level background across CFO and internal audit/risk management; extensive M&A and capital markets experience .
- Board complements: finance and accounting leadership; risk oversight; public board experience .
Equity Ownership
| Record Date | Common Shares Owned | Rights to Acquire (Director RSUs) | Total Beneficial | % of Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|
| April 8, 2024 | 1,952,875 | 7,365 | 1,960,240 | <1% | None pledged; hedging/pledging prohibited by policy |
| April 7, 2025 | 1,960,240 | 6,045 | 1,966,285 | <1% | None pledged; hedging/pledging prohibited by policy |
Governance Assessment
- Strengths: Independent status; Chair of Nominating and Policies Committee overseeing board refreshment and ESG/sustainability oversight; consistent attendance and active committee engagement; material personal ownership (>1.9M shares), aligning interests; adherence to anti-hedging/pledging and ownership guidelines; robust Board governance framework and independent lead director .
- Pay design: Director compensation balanced with substantial equity via time-based RSUs; no performance-based director metrics, which is standard; individual 2024 pay aligns with disclosed fee schedule (no anomalies) .
- Conflicts/related-party exposure: No ESI-related transactions attributable to Ashken disclosed; Board-level related-party arrangements involve affiliates of Sir Martin (Mariposa advisory fee reduced to $2.0M and office lease with Sir Martin’s affiliate) — oversight structures include independent lead director and Audit Committee review, mitigating conflict risk .
- Network interlocks: Concurrent board service alongside Sir Martin Franklin at APG and NOMD increases network influence; however, ESI reports no compensation committee interlocks or insider participation and affirms committee independence .
- Investor signals: 78% Say-on-Pay approval in 2024, followed by 2025 LTI changes (adding relative TSR modifier; replacing CRI with EPS) demonstrates responsiveness to shareholder feedback, supporting board effectiveness and credibility .
RED FLAGS to monitor: Board-level related-party arrangements with Executive Chairman’s affiliates (Mariposa advisory agreement, office lease); cross-board interlocks with Sir Martin Franklin (APG, NOMD) that could concentrate influence. ESI controls include independent lead director oversight of related party transactions, fully independent committees, and annual elections under majority vote standard .