Susan W. Sofronas
Element SolutionsAbout Susan W. Sofronas
Independent director of Element Solutions Inc (ESI) since the 2024 Annual Meeting (June 4, 2024), serving on the Compensation Committee; age 62; BS in finance and investments from Babson College; currently a partner at Manchester Capital Management LLC (joined January 2024) following 13 years at Geller Advisors (2010–2023) where she was Managing Director leading client growth and technology/reporting initiatives . The Board has confirmed her independence under NYSE/SEC standards; ESI maintains 75% independent directors and fully independent committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Geller Advisors | Managing Director; senior relationship executive | 2010–2023 | Implemented multi‑year growth strategy; reshaped reporting and enhanced technology |
| BBR Partners | Senior roles | Not disclosed | Senior wealth advisory responsibilities (not further specified) |
| Citigroup Private Bank | Senior roles | Not disclosed | Senior wealth advisory responsibilities (not further specified) |
| Morgan Stanley | Senior roles | Not disclosed | Senior wealth advisory responsibilities (not further specified) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Manchester Capital Management LLC | Partner | Jan 2024–present | Leading U.S. private family wealth office |
| Public company boards | None | N/A | No current public company directorships |
Board Governance
- Committee assignments: Compensation Committee member; the committee met 3 times in 2024 and oversees CEO and executive pay, incentive plans, director pay, and prepares the SEC-required compensation report .
- Independence: Determined independent by the Board; ESI’s Board is 75% independent with three fully independent committees .
- Attendance: In 2024, each director attended over 75% of Board and applicable committee meetings; the Board held five meetings and acted by written consent four times .
- Board leadership: CEO and Executive Chairman roles are separate; an Independent Lead Director (Michael F. Goss) presides over executive sessions and represents the Board on related-party matters .
- Related-party oversight: Audit Committee pre-approves related-party transactions and risk management policies; no conflicts disclosed pertaining to Sofronas .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual membership fee | 75,000 | Paid quarterly; applies to non-employee directors |
| Committee membership fee | 7,500 | Incremental per committee |
| Committee chair fees | 15,000–20,000 | Audit Chair $20k; Compensation Chair $20k; Nominating Chair $15k |
| Lead Director fee | 20,000 | Incremental fee |
| Annual RSU grant (approx. value) | 140,000 | Granted annually to non-employee directors |
| Dividend equivalents | Accrue in cash, paid at vesting | Same vesting terms as underlying RSUs |
| Susan W. Sofronas – 2024 Director Compensation | Amount ($) | Details |
|---|---|---|
| Fees earned (cash) | 47,143 | Prorated from June 4, 2024 appointment |
| Stock awards (RSUs) | 140,002 | Grant date fair value (ASC 718) |
| All other compensation | — | No dividend equivalents in 2024 due to timing |
| Total | 187,145 | Sum of components |
| 2024 RSU Grant Details (Director) | Value/Units | Key Dates | Terms | |---|---|---| | RSUs granted | 6,045 units | Grant date: June 4, 2024; Vests: June 3, 2025 | Time-based; dividend equivalents accrue and pay at vesting; continuous directorship required |
Performance Compensation
- Non-employee directors receive time-based RSUs; no director performance shares or options are granted, so there are no director-specific performance metrics or bonus targets tied to revenue/EBITDA/EPS for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Compensation Committee interlocks | None; no member was an officer/employee or had relationships requiring disclosure in 2024 |
Expertise & Qualifications
- 30+ years as strategic financial advisor serving entrepreneurs, business owners and financial executives; strong leadership and communication skills; experience overseeing strategic investments and global growth initiatives .
- NACD member; affiliated with various professional/industry associations (not individually listed) .
- Education: BS in finance and investments (Babson College) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Shares owned (direct/indirect) | 201 | Beneficial ownership, sole voting/dispositive power unless otherwise noted; none pledged |
| Rights to acquire (unvested RSUs) | 6,045 | RSUs granted for 2024–2025 director service |
| Total beneficial ownership | 6,246 | <1% of outstanding shares (242,504,073 shares outstanding) |
| Director ownership guideline | 1,000 shares | Applies to non-employee directors with >1 year of service; all qualifying directors meet guideline |
| Compliance status (Sofronas) | Not yet applicable | Joined June 2024 (<1 year as of record date); holds 201 shares and 6,045 RSUs |
Governance Assessment
- Effectiveness: Independent director with Compensation Committee role; committee independence affirmed; committee produced the Compensation Committee report (signatory list includes Sofronas), indicating active engagement in oversight of executive pay .
- Alignment: Director pay mixes cash with equity (time-based RSUs) and includes dividend equivalents; ownership guideline of 1,000 shares after one year supports alignment; Sofronas is early in tenure and holds 201 shares plus 6,045 RSUs, consistent with onboarding .
- Attendance/engagement: Board and committees met regularly; all directors exceeded 75% attendance; Compensation Committee met 3 times—attendance supports effective oversight .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Sofronas; broader company transactions include Mariposa Capital advisory agreement and an office lease with an affiliate of the Executive Chairman—both reviewed under policy; the Independent Lead Director represents the Board on related-party matters and the Audit Committee oversees approvals, mitigating risk .
- Shareholder signals: 2024 Say‑on‑Pay received ~78% support; in 2025 ESI added a relative TSR modifier and replaced CRI with adjusted EPS in PRSUs, reflecting responsiveness—positive for investor confidence and governance quality .