Sir Martin E. Franklin
Element SolutionsAbout Sir Martin E. Franklin
Executive Chairman of Element Solutions Inc (ESI); age 60; director since 2013 (~12 years’ tenure). Founder and CEO of Mariposa Capital; co-founder and former Chairman/CEO of Jarden (2001–2016). The Board explicitly classifies him as not independent due to his Executive Chairman role and founder status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jarden Corporation | Co-founder; Chairman (2001–2016); CEO (2001–2011); Executive Chairman (2011–2016) | 2001–2016 | Built multi-industry consumer platform; led M&A and capital markets strategy |
| Benson Eyecare; Lumen Technologies; Bollé Inc | Chairman and/or CEO | 1992–2000 | Public company leadership across multiple sectors |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Mariposa Capital | Founder & CEO (family office) | Active; advisory relationship with ESI (see RPTs) |
| Sweet Oak (incl. Royal Oak Enterprises, Whole Earth Brands) | Chairman & controlling shareholder | Consumables platform |
| APi Group Corporation | Co-Chairman | Current public company board |
| Nomad Foods Limited | Co-founder & Co-Chairman | Current public company board |
| Acuren Corporation | Co-Chairman | Listed among public company boards |
Board Governance
- Independence: Not independent (Executive Chairman and founder) .
- Committee memberships: None (all standing committees are fully independent) .
- Lead Independent Director: Michael F. Goss, who leads executive sessions and liaises on related-party transactions .
- Attendance: In 2024, the Board held 5 meetings; each director attended >75% of Board and applicable committee meetings .
- Board structure: CEO and Executive Chairman roles separated; Franklin provides strategic advisory, capital allocation guidance, sourcing M&A, and IR/PR support, leveraging extensive network; Board considers his advisory value commensurate with Mariposa’s fee .
- Executive sessions: Regular sessions of independent directors at Board and committee levels .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash fees | — | Executive Chairman receives no director cash fees . |
| Equity (RSUs) | — | No director equity grants to Franklin . |
| All other compensation | $2,277,473 | Advisory fee paid to Mariposa Capital under Advisory Services Agreement (decreased from $3.0M to $2.0M annualized in 2024 based on investor feedback) . |
- Advisory Services Agreement terms: Annual advisory fee $2.0M; reimbursed expenses of ~$12,292 in 2024/1Q25; auto-renews for successive one-year terms unless 90-day prior notice; Company termination requires majority Board vote; termination effective six months after term expiry .
Performance Compensation
- None applicable to Franklin in his capacity as Executive Chairman/director (no RSUs/PSUs granted in 2024) .
Other Directorships & Interlocks
| Company | Role | Interlocks with ESI Directors |
|---|---|---|
| APi Group Corporation | Co-Chairman | Ian G.H. Ashken is also a director at APi Group . |
| Nomad Foods Limited | Co-Chairman | Ian G.H. Ashken is also a director at Nomad Foods . |
| Acuren Corporation | Co-Chairman | No explicit ESI director interlock disclosed . |
Expertise & Qualifications
- ~30 years CEO/Chairman experience across public companies; leadership, strategy, culture, capital allocation, M&A and capital markets .
- ESI-specific contributions: Strategic advisor to CEO and senior management; capital allocation; sourcing corporate development; capital markets strategy; IR/PR engagement; senior leader/director recruiting; leverages long-term relationships to optimize external advisor terms .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 13,397,913 shares (5.5% of outstanding at Apr 7, 2025) . |
| Pledged shares | None (no shares pledged by named persons) . |
| Ownership guidelines | Directors with >1 year expected to own ≥1,000 shares; all qualifying directors meet guidelines . |
Breakdown of holdings:
- Franklin Trust: 109,100 shares (shared voting/dispositive over 9,987,906 across entities) .
- Family Trust: 400,000 shares .
- MEF Holdings II: 2,419,500 shares .
- RSMA, LLC: 2,848,971 shares .
- MEF Holdings: 5,280,413 shares .
- Foundation: 1,037,000 shares (disclaims pecuniary interest) .
- Tasburgh, LLC: 1,302,929 shares (sole voting via irrevocable proxy) .
Related-Party Transactions (RPTs) and Conflicts
| Transaction | Counterparty | 2024/2025 Amount | Key Terms |
|---|---|---|---|
| Advisory Services Agreement | Mariposa Capital (affiliate of Franklin) | $2.0M annual fee; $2,277,473 paid in 2024; ~$12,292 expenses (2024/1Q25) | Auto-renew one-year; 90-day prior notice; termination requires majority Board vote; effective 6 months post-term . |
| Office lease | Affiliate of Franklin (Miami corporate office) | Rent under terminated July 2020 lease: ~$9,563 (Jan–Apr 2024); renewed Apr 2019 lease total rent ~$664,814 over term + share of OPEX/taxes/insurance | Market-based rents; renewal effective May 1, 2024 . |
- RPT oversight: Audit Committee reviews and approves related-party transactions under written policy; Franklin’s Lead Director helps represent Board on RPTs; Audit Committee is independent and financially expert .
- Company states it has no controlling stockholder (Board diversity/rights section) .
Director Compensation Program (Context)
| Element | Standard Non-Employee Director Terms (2024–2025) |
|---|---|
| Board membership fee | $75,000 (cash, paid quarterly) . |
| RSU grant | ~$140,000 grant-date fair value; vests on earlier of one-year anniversary or 2025 AGM date (June 3, 2025) . |
| Lead Director fee | $20,000 . |
| Committee membership fee | $7,500 . |
| Committee chair fees | Audit $20,000; Compensation $20,000; Nominating $15,000 . |
Note: Franklin does not receive standard director cash/equity compensation; his compensation is the Mariposa advisory fee .
Say-on-Pay & Shareholder Feedback (Governance Signals)
- 2024 Say-on-Pay support: ~78% approval; investor feedback prompted pay design changes for 2025 (replacing CRI with adjusted EPS in PRSUs and adding relative TSR modifier vs ESI peer group) .
Compensation Committee Analysis
- Composition: Michael F. Goss (Chair), Ian G.H. Ashken, Susan W. Sofronas; all independent; no interlocks/insider participation in 2024; no tax gross-ups, no option repricing without shareholder approval .
- Consultants: Compensation Committee did not retain a consultant in 2024; management may retain its own consultants; peer group disclosed and used for benchmarking and TSR modifier .
Governance Assessment
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Positives:
- Separation of CEO/Chair roles; strong independent Lead Director; fully independent committees; regular executive sessions .
- Significant “skin in the game”: Franklin beneficially owns 5.5% of shares; no pledging; directors meet ownership guidelines .
- Active shareholder engagement; responsiveness with advisory fee reduction and LTI design improvements .
-
RED FLAGS:
- Ongoing related-party advisory fee to Franklin’s affiliate (Mariposa) and corporate office lease with Franklin-affiliated landlord; auto-renew structure and termination mechanics could entrench arrangement .
- Non-independent Executive Chairman with substantial influence; interlocks with another ESI director (Ashken) at APi Group and Nomad Foods may raise information flow/decision-making concentration risk .
- Board must ensure consistent, transparent Audit Committee oversight of RPTs; Lead Director involvement acknowledged but monitoring remains critical .
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Overall implication: Franklin’s strategic value and ownership align him with long-term performance, but recurring RPTs warrant continued scrutiny by investors and the Audit Committee to safeguard independence and mitigate perceived conflicts .