Diane Gulyas
EXPEDITORS INTERNATIONAL OF WASHINGTONAbout Diane H. Gulyas
Independent director at Expeditors International of Washington, Inc. (EXPD), age 68, serving since 2015. She sits on the Compensation Committee and the Nominating & Corporate Governance Committee, and holds a B.S. in Chemical Engineering from the University of Notre Dame . Background includes leading three multibillion-dollar, growth-oriented businesses at DuPont and serving as DuPont’s first Chief Marketing Officer with global branding and digital responsibilities; she currently serves on the board of Ingevity Corporation (NYSE: NGVT) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont | President/leader of three multibillion-dollar growth businesses with majority of sales outside the U.S. | Over a decade (specific dates not disclosed) | Global manufacturing, engineering, sales, distribution experience; growth orientation |
| DuPont | First Chief Marketing Officer | Not disclosed | Led branding, marketing communications, market research, customer contact centers, digital marketing, worldwide capability |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingevity Corporation (NYSE: NGVT) | Director | Current | Board service |
| LPGA (non-profit) | Chair | 3 years | Led successful search for new Commissioner and strategic planning process |
| Various public companies | Committee leadership/member | ~20 years board service across five public companies and one private | Chair of two compensation committees and one corporate social responsibility committee; member of audit, finance, nominating & governance committees (companies not specified) |
Board Governance
- Independence: The Board determined all current Directors except Messrs. Wall and Alger are independent under Exchange Act and NYSE rules; only independent Directors serve on Committees. Gulyas is independent .
- Committee memberships (2024): Compensation and Nominating & Corporate Governance (NGC) .
- Attendance: The Board met five times in 2024; each Director attended at least 75% of Board and Committee meetings on which they served; all Directors attended the 2024 Annual Meeting .
- Independent sessions: Independent Directors convene sessions at each Board meeting .
- Time-commitment policy: Independent directors may serve on no more than four public company boards (including EXPD); compliance reviewed by NGC. CEO may serve on only one outside board .
- Committee work cadence: 2024 meetings—NGC (4), Compensation (4), Audit (5). Gulyas sits on NGC and Compensation .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Compensation | Member | 4 | Executive pay philosophy and plans; PSU targets; clawback policy; director pay; consultant independence |
| Nominating & Corporate Governance | Member | 4 | Board refreshment/evaluations; director time commitments; ESG materiality; ERM assignments; AI Steering Committee oversight; cybersecurity briefings |
Fixed Compensation
| Component | Policy/Amount | Diane H. Gulyas (2024) |
|---|---|---|
| Annual Board Retainer (cash) | $125,000 (raised to $140,000 beginning 2025) | $125,000 |
| Equity Grant (restricted stock) | $200,000 restricted stock; restricted shares vested immediately upon award | $199,926 fair value |
| Chair Fees | Board Chair +$175,000 (to $190,000 in 2025); Audit Chair +$30,000 (to $35,000 in 2025); Comp/NGC Chairs +$25,000 | Not applicable (not a chair) |
| Total Director Compensation (2024) | Cash + stock | $324,926 |
| Director Stock Ownership Requirement | Minimum 5x cash Board retainer to be accumulated within 5 years; monitored by NGC | Policy applies |
Performance Compensation
| Aspect | Details |
|---|---|
| Director equity structure | Restricted stock awards to non-employee Directors vested immediately upon award; no options granted; no performance-conditioned director equity disclosed |
| Options | None awarded to directors in 2024 (Option Awards column shows “—”) |
No director-level performance metrics (e.g., EPS, revenue, TSR) apply to Gulyas’s compensation; performance share units (PSUs) are used for NEOs, not directors .
Other Directorships & Interlocks
| Company/Organization | Role | Interlocks/Conflicts Disclosed |
|---|---|---|
| Ingevity Corporation (NYSE: NGVT) | Director | None disclosed at EXPD |
| Compensation Committee Interlocks (EXPD) | Committee member | No interlocks or insider participation disclosed for the Compensation Committee |
Expertise & Qualifications
- Executive leadership of multibillion-dollar global businesses; deep experience in manufacturing, engineering, sales, and distribution .
- Governance depth: chaired compensation and CSR committees; served on audit, finance, and nominating & governance committees; involved in multiple CEO successions and strategic transformations .
- Marketing/Commercial: DuPont’s first CMO overseeing global branding and digital marketing .
- Education: B.S., Chemical Engineering, University of Notre Dame .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Diane H. Gulyas | 21,352 | <1% | All shares held in trust for which she maintains voting and dispositive authority; no pledging by Directors or Executive Officers |
Governance Assessment
- Committee influence: As a member of both Compensation and NGC, Gulyas participates in setting and overseeing executive pay (including PSU design, clawbacks) and governance policies (board evaluations, time commitments, ERM/ESG oversight), supporting board effectiveness during CEO transition and risk oversight expansion (AI steering, cybersecurity briefings) .
- Independence & alignment: Independent status; director stock ownership guidelines enforced; insider trading policy prohibits hedging/pledging, enhancing alignment with shareholders .
- Attendance & engagement: Board met five times in 2024; each Director attended at least 75% of meetings and all attended the annual meeting; shareholder engagement conducted with holders representing 53% of shares (governance meetings with 49%) .
- Say-on-pay signals: 2024 Say-on-Pay approved at 81%; five-year average approval ~89%, indicating generally favorable investor sentiment toward pay programs overseen by the Compensation Committee .
- Conflicts/related-party exposure: No related-party transactions involving Gulyas disclosed; Compensation Committee reports no interlocks .
RED FLAGS
- None disclosed related to Gulyas: no pledging, no related-party transactions, no committee interlocks; director time-commitment policy codified, and she appears within limits with one other public board .