Peter Cella
FrontdoorAbout Peter L. Cella
Independent director of Frontdoor, Inc. since 2018; age 67; currently serves on the Audit and Compensation Committees and is designated an “audit committee financial expert.” He previously served as President & CEO of Chevron Phillips Chemical (2011–Aug 2017) and held executive roles at BASF, INEOS Nitriles, Innovene, and BP. Education: B.S. in Finance (University of Illinois) and MBA (Kellogg School of Management, Northwestern) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Phillips Chemical Company LLC | President & CEO | 2011–Aug 2017 | Led global petrochemical business |
| BASF Corp. | Executive positions | Not disclosed | Executive leadership in chemicals |
| INEOS Nitriles | Executive positions | Not disclosed | Executive leadership in chemicals |
| Innovene LLC | Executive positions | Not disclosed | Producer of olefins and derivatives (BP predecessor/spin) |
| BP p.l.c. | Executive positions | Not disclosed | Global energy executive experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inter Pipeline Ltd. (private since 2021) | Director | Current | Energy infrastructure oversight (company taken private in 2021) |
| Saudi Aramco (public; listed in Saudi Arabia) | Director | Apr 2018–Jun 2024 | Audit Committee member; chaired Sustainability, Risk & HSE Committee |
| Terminix | Director | Feb 2017–Oct 2018 | Board service prior to spin-off |
| Frontdoor, Inc. | Director | 2018–present | Current public company directorship |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Cella is independent under Nasdaq and Company standards |
| Committee Memberships | Audit Committee (member); Compensation Committee (member) |
| Committee Chair Roles | None (Audit chaired by Clipper; Compensation chaired by Catalano) |
| Audit Committee Financial Expert | Board designated Cella as an “audit committee financial expert” |
| Board Attendance (FY2024) | Board held 10 meetings; Cella attended 100% (Catalano attended 94%) |
| Audit Committee Meetings (FY2024) | 5 meetings |
| Compensation Committee Meetings (FY2024) | 6 meetings |
| Executive Sessions | Independent directors meet in executive session regularly; Lead Director presides |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid quarterly |
| Committee Chair Fees | $0 | Not a chair (Audit Chair: $25,000; Compensation Chair: $20,000) |
| Lead Director Retainer | $0 | Not Lead Director |
| Meeting Fees | $0 | Not disclosed in program (retainers cover service) |
Performance Compensation
| Element (FY2024) | Grant Date | Amount | Form | Vesting | Performance Linkage |
|---|---|---|---|---|---|
| Equity Retainer | May 14, 2024 | $160,015 | Fully vested Common Stock | Immediate; director elected deferral as DSEs until 30 days post-board service | None (director equity is not performance-conditioned) |
Director compensation mix (FY2024): $90,000 cash + $160,015 equity = $250,015 total; Peter Cella elected to defer equity into DSEs, indicating long-term alignment .
Other Directorships & Interlocks
- Current public company boards: Frontdoor, Inc. .
- Other boards: Inter Pipeline Ltd. (private since 2021); prior public board Saudi Aramco (audit committee member; chaired Sustainability, Risk & HSE) .
- Compensation Committee interlocks: None; no member was an officer or employee; no related person transactions among members in 2024 .
Expertise & Qualifications
- Finance and executive leadership background (former CEO of Chevron Phillips Chemical; executive roles at BASF/INEOS/Innovene/BP) .
- Designated audit committee financial expert (enhanced financial oversight capability) .
- Education: B.S. Finance (University of Illinois); MBA (Kellogg) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 59,648 shares | Includes specific components below |
| Deferred Share Equivalents (DSEs) | 27,944 shares | Deferred until 30 days after leaving board |
| Trust Holdings | 30,000 shares | Peter Cella 2006 Trust |
| Ownership % of Outstanding | <1% | Company states “*” less than 1% for directors |
| Indicative Holding Value | ~$3.26 million | 59,648 shares × $54.67 closing price on 12/31/2024 |
| Pledged Shares | None | Company states no pledging by directors/officers as of 3/1/2025 |
| Hedging/Pledging Policy | Prohibited | Short sales, hedging, margin, pledging are prohibited |
| Stock Ownership Guideline (Directors) | 5× annual cash retainer | Must retain 100% of acquired shares until guideline met |
Alignment: Based on reported holdings and the 12/31/2024 closing price ($54.67), Cella’s indicative ownership value (~$3.26M) materially exceeds the 5× cash retainer guideline ($450,000), supporting strong alignment with shareholder interests .
Governance Assessment
- Committee effectiveness: Dual service on Audit and Compensation Committees with “financial expert” designation strengthens oversight of financial reporting, ERM, and pay practices .
- Independence and attendance: Independent status and 100% attendance in FY2024 support board reliability and engagement .
- Compensation alignment: Director pay combines cash and fully vested stock; Cella’s DSE deferral enhances long-term orientation (no performance conditions for director equity) .
- Conflicts/related parties: No related person transactions disclosed; Compensation Committee reported no interlocks or insider participation issues in 2024; Audit Committee oversees related party transactions, mitigating conflict risk .
- Share ownership and risk controls: No pledging; hedging/short sales prohibited; stock ownership guidelines in place (retain shares until compliant), indicating robust alignment and risk controls .
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or tax gross-ups for directors; overall governance signals are positive for investor confidence .