Claudia P. Poccia
INNOSPECAbout Claudia P. Poccia
Independent director at Innospec Inc. (IOSP), age 65, serving since July 1, 2019; Chair of the Nominating, Corporate Governance & Sustainability Committee (NCGSC) and member of the Compensation Committee. Career spans 30+ years in the beauty/personal care industry including senior roles at Shiseido/bareMinerals, Gurwitch Products, Avon, and Estée Lauder; currently CEO of Grace De Monaco and founder/CEO of DragonflySage. Recognized as an industry leader with awards (CEW Achiever; WWD Beauty Biz), and highlighted on IOSP’s skills matrix for leadership, governance, operations, HCM, M&A, global and regulatory/compliance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shiseido Americas Company (bareMinerals) | Chief Marketing Officer; Head of International Business Development | Not disclosed | Led global brand/market expansion |
| Gurwitch Products | President/CEO | 2011–2015 | Oversaw operations and brand strategy |
| Avon Products Inc. | Global President, Beauty; earlier President, U.S. beauty | 2009–2011; joined 2005 | Led global and U.S. beauty businesses |
| Estée Lauder Companies Inc. | President, Stila Cosmetics; VP Business Development, Estée Lauder brand | 1994–2005 | Built brand portfolio; business development |
| Avon Products Inc. (early career) | Sales roles | 7 years | Foundation in commercial execution |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Grace De Monaco (Princess Grace Foundation-USA subsidiary) | CEO | Current | Luxury brand for good; revenues fund arts awards |
| DragonflySage | CEO | Since 2018 | Strategic consultancy for luxury/beauty |
| IdeavationLabs LLC | Co-founder; CEO | 2020–2021 | Beauty incubation platform |
| Luxie Holdings Inc. | Chairman | Since May 2019 | Beauty products; private company |
| Fashion Group International | Board Member | Since 2018 | Non-profit; fashion industry organization |
| Blue Mistral, LLC | Board Member | Current | Consumer/beauty; private company |
Board Governance
- Committee assignments: Chair, NCGSC (member since July 2019; Chair since May 2020); Member, Compensation Committee; not on Audit .
- Independence: All non-employee directors (including Poccia) are independent under Nasdaq rules and IOSP policy; 6 of 7 directors are independent .
- Attendance: In 2024, the Board, Audit, Compensation, and NCGSC each met four times; all directors attended all Board and committee meetings and the 2024 annual meeting .
- Executive sessions: Four sessions of independent non-employee directors in 2024 .
- Overboarding limits: Non-employee directors capped at 4 public company boards; Audit Committee members capped at 3 audit committees; preclearance required for new board seats .
- Policies bolstering governance: Anti-hedging and anti-pledging; majority-vote director resignation policy; separate Chair/CEO; no poison pill .
Committee Assignments and Engagement (2024)
| Committee | Role | Meetings (2024) | Attendance |
|---|---|---|---|
| Nominating, Corporate Governance & Sustainability | Chair | 4 | 100% |
| Compensation | Member | 4 | 100% |
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Director Retainer | $90,000 | Paid quarterly to non-employee directors |
| NCGSC Chair Retainer | $11,000 | Paid quarterly to committee chair |
| Fees Earned or Paid in Cash (2024) | $101,000 | Actual cash paid to Poccia in 2024 |
| Meeting/Daily Fees | $0 disclosed | $2,000 per additional day only at CEO request; none disclosed for Poccia |
Performance Compensation
| Component | Grant Date | Units / Fair Value | Vesting / Metrics |
|---|---|---|---|
| Annual RSU grant (Omnibus Plan) | Feb 2024 | $94,294 grant date fair value; annual program target $97,500 | Time-based; vests after 3 years; directors receive RSUs only (no performance metrics) |
| RSUs outstanding | 02/26/2024 | 782 units | Time-based vesting; zero-cost RSUs |
| RSUs outstanding | 02/27/2023 | 594 units | Time-based vesting; zero-cost RSUs |
| RSUs outstanding | 02/21/2022 | 652 units | Time-based vesting; zero-cost RSUs |
Director equity awards are full-value RSUs under the Omnibus Plan calculated using grant date fair value (Black-Scholes/Monte Carlo if applicable); directors do not receive PSUs or options under current program .
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Luxie Holdings Inc. | No | Chairman | No IOSP-related transactions disclosed |
| Fashion Group International | No | Board Member | Non-profit; no related party transactions disclosed |
| Blue Mistral, LLC | No | Board Member | No IOSP-related transactions disclosed |
| Grace De Monaco | No | CEO | Brand owned by non-profit; no IOSP-related transactions disclosed |
| DragonflySage | No | CEO | Consultancy; no IOSP-related transactions disclosed |
Expertise & Qualifications
- Board skills matrix flags Poccia for senior leadership, corporate governance, manufacturing/operations, human capital management, M&A, global experience, regulatory/legal/compliance, and chemical industry experience, supporting her committee leadership on governance and sustainability .
- Recognized as a leading executive in beauty/personal care with multiple industry awards and global commercial expertise, useful for IOSP’s Performance Chemicals end-markets .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned directly/indirectly | 1,851 | Beneficial ownership as of Feb 15, 2025 |
| Right to acquire (within 60 days) | 978 | Options/RSUs exercisable/vestable within 60 days |
| Total beneficial ownership | 2,829 | Less than 1% of class |
| Ownership guidelines | 2x annual retainer | All NEDs >200% of retainer at YE 2024 (compliant) |
| Hedging/Pledging | Prohibited (pledging requires preapproval) | Anti-hedging and anti-pledging policies in place; no pledges disclosed |
Governance Assessment
- Board effectiveness: As NCGSC Chair since May 2020, Poccia leads director nominations, governance oversight, ESG interface with the Executive Sustainability Steering Group, and annual board/committee self-evaluations—indicating high engagement and influence on governance quality .
- Independence & attendance: Fully independent, with 100% attendance and active participation in executive sessions, reinforcing investor confidence in oversight rigor .
- Pay structure & alignment: Cash retainer ($101k in 2024) plus time-based RSUs (c.$94k grant value) and stringent stock ownership guidelines (>200% of retainer achieved) indicate alignment without performance-linked director equity that could bias oversight .
- Conflicts/related parties: Proxy discloses no related-party transactions involving Poccia; company reported one legal services transaction tied to a former director, not Poccia. Anti-hedging/pledging and board service limits mitigate alignment and time-commitment risks .
- Shareholder signals: Say-on-pay support was ~96% in 2024, suggesting broad investor approval of governance and compensation frameworks overseen by the board committees including Poccia’s NCGSC role .
RED FLAGS
- None identified specific to Poccia: no attendance issues, no pledging/hedging, no related-party transactions, and no overboarding concerns disclosed .