Bruce Greer
FutureFuelAbout G. Bruce Greer
Independent director since March 12, 2024; age 64; term expires 2027. President of GBGJR Advisors since April 2017; prior executive roles include VP Strategic Planning & IT at Olin (12 years), multiple VP roles at Solutia and Monsanto, VP at Gemini Consulting (4 years), Senior Associate at Arthur Andersen (cost accounting focus), Chairman of Flexsys America L.P.; academic stint as Assistant Professor at Northwestern (1988–1991); served in the U.S. Navy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olin Corporation | Vice President, Strategic Planning & IT | 12 years | Led planning and IT; relevant to audit oversight and risk processes |
| Solutia (spin-off of Monsanto) | Vice President; headed R&D, Commercial, Corporate Development, Strategy, M&A; President, Pharma Services | 9 years | Strategic/M&A expertise supporting governance and comp oversight |
| Monsanto / G.D. Searle | Vice President/Senior Director; worked for Chairman | Not specified | Corporate dev and strategy experience |
| Gemini Consulting | Vice President (Europe/US) | 4 years | Global chemicals consulting; governance perspective |
| Flexsys America L.P. | Chairman of Board | Not specified | Board leadership experience |
| Arthur Andersen LLP | Senior Associate (cost accounting & chemicals) | 1 year | Accounting expertise supportive of audit committee role |
| Northwestern University | Assistant Professor | 1988–1991 | Analytical and academic credentials |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| GBGJR Advisors | President | Since April 2017 | Advises chemical cos., PE, consulting firms |
| Flexsys America L.P. | Chairman of Board | Not disclosed | Industry JV leadership |
| Public company boards | — | — | No current public company directorships disclosed for Greer |
Board Governance
- Independence: Board determined Greer is independent; majority of board independent; all audit, compensation, and nominating committee members were independent .
- Lead Independent Director: None designated; independent directors meet in executive session generally before/after board meetings .
- Committee assignments (2024):
- Audit Committee (six meetings; all members attended each): Members included Paul M. Manheim (Chair), Dale E. Cole, Terrance C.Z. Egger, G. Bruce Greer, Richard P. Rowe .
- Nominating/Corporate Governance Committee: Members included Donald C. Bedell (Chair), Dale E. Cole, Terrance C.Z. Egger, Paul M. Manheim, G. Bruce Greer .
- Compensation Committee (five meetings; all members attended each): Members included Donald C. Bedell (Chair), Dale E. Cole, Terrance C.Z. Egger .
- Audit Committee expertise: Board determined each audit member is an “audit committee financial expert”; all independent and reaffirmed in 2025 .
- Board meeting attendance: Four formal board meetings in 2024; all directors attended at least 75% of meetings .
- Annual meeting attendance: Directors are not required to attend; no directors attended the 2024 annual meeting held September 19, 2024 (governance engagement concern) .
Shareholder Support (Election Results, 2024)
| Candidate | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| G. Bruce Greer | 33,391,503.91 | 121,171 | 5,077,384 |
Fixed Compensation
- 2024 Director compensation structure: Annual fee $50,000; chair add-ons $25,000 (Chairman), $20,000 (Audit Chair), $10,000 (other committee chairs); $5,000 per board meeting; $2,500 per committee meeting .
- 2025 modifications (effective April 1, 2025): Annual retainer $47,500; Chairman +$30,000; Audit Chair +$15,000; Compensation Chair +$10,000; other committee chair +$7,500; no per-meeting fee for board; $2,500 per committee meeting .
2024 Summary Compensation (Director)
| Component (USD ‘000) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $65.1 |
| Stock Awards | $25.8 |
| Option Awards | $21.8 |
| Total | $112.7 |
Performance Compensation
- Annual equity program: Annual grant of 5,000 common shares to each director; 2024 grant on December 5, 2024; thereafter on the date of the annual meeting .
- New director equity: Upon appointment, options to purchase up to 10,000 shares; options in 2022/2024 vested immediately; exercise price set at mean of high/low on grant date; expirations: August 1, 2027; March 18, 2029; August 13, 2029 (per wave of grants) .
- Greer’s option detail: 10,000 options exercisable; exercise price $7.55; expiry 3/18/2029; vested immediately .
Incentive Plan Performance Metrics (Plan Authority; not routinely used historically)
| Metric Category (examples) | Plan Status |
|---|---|
| Cash flow (annual/cumulative), EPS, revenue, EBIT/EBITDA, net income | Eligible performance criteria under plan |
| Stock price, TSR, ROE/ROA/ROC, ROI | Eligible performance criteria under plan |
| Operating income/margin, market share, expense reduction | Eligible performance criteria under plan |
| Strategic plan development/implementation | Eligible performance criteria under plan |
| Historical use | Through 2023, no awards granted contingent on specified performance goals; grants made at committee discretion |
- Change-in-control: Board may assume/substitute/adjust awards, accelerate vesting/terminate restrictions, or cancel for cash payment, at its discretion .
- Hedging/pledging: Directors prohibited from derivative hedging; pledging prohibited except permitted, pre-cleared exceptions; no margin accounts .
Other Directorships & Interlocks
| Company/Institution | Role | Notes |
|---|---|---|
| Public company boards | — | No current public company directorships disclosed for Greer |
| Flexsys America L.P. | Chairman of Board | Chemicals JV leadership |
Expertise & Qualifications
- Chemical industry leadership (Olin, Solutia, Monsanto), strategic planning, IT, R&D, corporate development, M&A; consulting experience at Gemini .
- Accounting/cost expertise (Arthur Andersen); academic credentials (Assistant Professor, Northwestern, 1988–1991); U.S. Navy service .
- Audit Committee financial expertise designation by the board .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common shares) | 15,000; less than 1% of outstanding |
| Options exercisable | 10,000 (Incentive Plan award) |
| Option exercise price / expiry | $7.55; 03/18/2029 |
| Unvested stock awards (as of 12/31/2024) | 0 |
| Pledged shares | None indicated; proxy notes no pledged shares unless otherwise stated |
| Ownership guidelines | Compensation Committee monitors director compliance; specific multiple not disclosed |
Governance Assessment
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Strengths: Independent director with deep chemicals, strategy, and finance expertise; designated audit committee financial expert; strong committee engagement (Audit: 6 meetings, all attended); shareholder support was overwhelming in 2024 election (33.39M for, 121k withheld) .
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Alignment: Receives annual equity grants and holds options; beneficial ownership 15,000 shares plus 10,000 options; company prohibits hedging/pledging without pre-clearance (supports alignment) .
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Watch items/RED FLAGS:
- No director attendance at the 2024 annual shareholder meeting (engagement optics) .
- Highly concentrated ownership environment (e.g., Paul A. Novelly II beneficially owns ~39.9%), which can influence board dynamics; Greer remains independent within this context .
- Ownership guidelines are referenced but not quantified publicly; inability to benchmark compliance multiple .
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2025 comp structure changes (removal of per-board meeting fees; retainer resets) indicate standardization of director pay; committee meeting fees retained—monitor mix of cash vs equity for long-term alignment .