Michael F. Goss
Element SolutionsAbout Michael F. Goss
Michael F. Goss (age 65) is Independent Lead Director at Element Solutions Inc, serving on the Audit Committee and chairing the Compensation Committee; he has been a director since 2013 and is classified as independent under NYSE/SEC standards . He is a finance leader and former CFO/COO with Bain Capital (2001–2013), CFO of Sotheby’s (2016–2019), and CFO of Condé Nast (2020); since March 2023 he has been a partner at Art Intelligence Global (private) . The Lead Director role includes presiding over executive sessions, acting as liaison between the Executive Chairman and independent directors, facilitating Board–management communication, and representing the Board on related-party transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital, LLC | Managing Director, CFO; later COO | 2001–2013 | Senior finance, internal audit, global operations experience |
| Sotheby’s, Inc. | EVP & Chief Financial Officer | Mar 2016–Oct 2019 | Public company CFO, capital markets, governance |
| Condé Nast | Chief Financial Officer | Jan–Dec 2020 | Corporate finance and transformation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Art Intelligence Global (private) | Partner | Mar 2023–present | Private art advisory; not a public company board |
| Sandridge Acquisition Corporation (SPAC) | Director | 2020–2021 | Prior public company directorship (ended) |
| Current public company boards | None | — | No current public company board service |
Board Governance
- Independence and roles: Independent Lead Director; Audit Committee member; Compensation Committee Chair .
- Financial expertise: Designated “audit committee financial expert” alongside the Audit Chair .
- Committee meetings in 2024: Audit met 5 times; Compensation met 3 times; Nominating & Policies met 2 times .
- Attendance: Each director attended over 75% of Board and relevant committee meetings in 2024; executive sessions of full Board are led by Mr. Goss .
- Election and investor support: Re-elected at the June 4, 2024 annual meeting with 203,108,203 votes For, 17,623,851 Against, 69,161 Abstain; Say‑on‑Pay 2024 received ~78% support (For 171,333,404; Against 49,388,062; Abstain 79,749) .
| Governance Item | Details | Source |
|---|---|---|
| Lead Independent Director responsibilities | Lead executive sessions; liaison role; Board–management communication; represents Board on related-party transactions | |
| Audit Committee | Member; committee met 5 times; pre-approves audit/non-audit services; oversees internal audit; reviews related-party transactions | |
| Compensation Committee | Chair; met 3 times; oversees CEO compensation, incentive plans; independent membership | |
| Independence determination | Board determined Goss and five other non‑employee directors are independent | |
| 2024 attendance | Each director >75% Board and applicable committee meetings; Goss leads executive sessions | |
| 2024 election result (Goss) | For 203,108,203; Against 17,623,851; Abstain 69,161 | |
| 2024 Say‑on‑Pay | ~78% support; For 171,333,404; Against 49,388,062; Abstain 79,749 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Goss) | $117,143 | Includes Board membership and leadership/committee fees earned in 2024 |
| Program Fees (structure) | Board membership $75,000; Lead Director $20,000; Committee membership $7,500; Committee Chair: Audit $20,000; Compensation $20,000; Nominating & Policies $15,000 | Program unchanged vs 2023 |
| Other Compensation (Goss) | $2,357 | Cash value of dividend equivalents paid on vesting of prior RSUs |
| Expenses | Reimbursed for Board/Committee/stockholder meeting-related expenses |
Performance Compensation
Directors receive time‑based RSUs (no performance metrics); dividend equivalents accrue and pay at vesting; 2024 grants vest on the earlier of one year or the 2025 annual meeting.
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSU (Goss) | June 4, 2024 | 6,045 RSUs | $140,002 | Vests June 3, 2025 (or at 2025 meeting), subject to continuous directorship; dividend equivalents accrue |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (reduces external interlock risk) |
| Shared directorships/conflicts | None noted for Goss; overall Board has advisory and lease relationships with Executive Chairman’s affiliates, reviewed by Audit Committee; Lead Director represents Board on related‑party transactions |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Financial leadership | CFO roles at Sotheby’s and Condé Nast; Bain Capital MD/CFO/COO |
| Audit/controls | Audit Committee member; designated audit committee financial expert |
| Capital markets/M&A | Bain Capital senior roles; public company CFO experience |
| Education | BS Economics (Kansas State); MBA with Distinction (Harvard Business School) |
Equity Ownership
| Holder | Shares Owned | Rights to Acquire (60 days) | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Michael F. Goss | 264,827 | 6,045 | 270,872 | <1% | Includes 246,921 held via family trust; none pledged; outstanding shares 242,504,073 at Apr 7, 2025 |
| Director stock ownership guideline | ≥1,000 shares | — | — | — | All qualifying directors meet guideline |
| Hedging/pledging | Prohibited for directors and officers | — | — | — | Insider Trading Policy bans hedging/short sales; caution on pledging/margin |
Governance Assessment
-
Strengths
- Independent Lead Director role with explicit mandate to lead executive sessions, manage Board–management communication, and represent the Board on related-party transactions—enhancing oversight in areas of potential conflict .
- Chair of Compensation Committee with independent membership; no compensation consultant used in 2024, indicating disciplined internal oversight; Board confirms independence standards for compensation committee members .
- Audit Committee membership and “financial expert” designation—strong audit/controls oversight; Audit reviews/approves related‑party transactions .
- Attendance above threshold and robust investor support for re‑election; Say‑on‑Pay at ~78% underscores acceptable alignment of pay and performance at the executive level .
-
Potential Conflicts and Red Flags
- Related‑party transactions with Executive Chairman affiliates: (i) advisory services agreement to Mariposa Capital reduced to $2.0 million annual fee in 2024; (ii) Miami office lease with an affiliate—market‑based rent with specified amounts and renewals . Mitigation: Audit Committee oversight and Lead Director representing Board on related‑party matters .
- Director equity awards are time‑based RSUs without performance conditions; while common for directors, this provides alignment via ownership but not performance gating .
-
Shareholder Signaling
- Goss’s strong “For” vote in 2024 and the Board’s majority independence, separation of CEO/Chair, and structured executive sessions support investor confidence in governance effectiveness .
Appendices
Director Compensation (2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Michael F. Goss | 117,143 | 140,002 | 2,357 | 259,502 |
Committee Summary (2024)
| Committee | Role | Meetings | Key Oversight |
|---|---|---|---|
| Compensation | Chair (Goss) | 3 | CEO/exec pay; incentive plans; director pay; independence confirmed |
| Audit | Member (Goss) | 5 | Financial reporting/internal controls; auditor oversight; related‑party transactions; Audit financial expert designation (Goss) |
| Nominating & Policies | Not a member | 2 | Board refresh; governance guidelines; sustainability oversight |
Annual Meeting Voting (June 4, 2024)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election – Michael F. Goss | 203,108,203 | 17,623,851 | 69,161 | 7,517,415 |
| Say‑on‑Pay (NEO comp) | 171,333,404 | 49,388,062 | 79,749 | 7,517,415 |
Director Equity Grant (Service Year 2024–2025)
| Grant Type | Grant Date | Units | Vest Date | Notes |
|---|---|---|---|---|
| RSU (annual director grant) | June 4, 2024 | 6,045 | June 3, 2025 | Dividend equivalents accrue; program unchanged vs 2023 |
Related‑Party Transactions (Oversight Context)
| Transaction | Terms/Amounts | Oversight |
|---|---|---|
| Mariposa Capital Advisory Services | Annual fee reduced from $3.0M to $2.0M in 2024; expenses ~$12,292 in 2024/1Q25; auto‑renewal; termination conditions | Audit Committee reviews/approves; Lead Director represents Board on related‑party transactions |
| Miami Office Lease (affiliate) | Terminated one lease (July 2020) effective May 1, 2024; rent Jan–Apr 2024 ~$9,563; renewed April 2019 lease 5 years; aggregate rent ~$664,814 as of Jan 1, 2024 through term | Audit Committee oversight; Board governance principles on conflicts |
Ownership & Policy
| Item | Detail |
|---|---|
| Beneficial ownership (Goss) | 264,827 shares (incl. 246,921 via family trust) + 6,045 RSUs right to acquire within 60 days; none pledged |
| Outstanding shares | 242,504,073 at Apr 7, 2025 |
| Director ownership guideline | At least 1,000 shares; all qualifying directors meet guideline |
| Hedging/pledging | Prohibited; caution on margin accounts |
Overall, Michael F. Goss’s roles as Independent Lead Director and Compensation Chair, combined with Audit Committee financial expertise and strong re‑election support, point to solid governance oversight. The presence of Executive Chairman‑affiliate transactions is a standing conflict risk, but formal Audit Committee controls and the Lead Director’s mandate to represent the Board on related‑party matters are mitigating factors investors should monitor for continued rigor and transparency .