Albert Neupaver
About Albert J. Neupaver
Albert J. Neupaver, 74, has served on the Koppers board since 2009 and is an independent director. He is Chair of the Board’s Strategy & Risk Committee and a member of both the Audit and Management Development & Compensation Committees. Effective immediately following the May 8, 2025 annual meeting, he has been designated Lead Independent Director, with responsibilities that include presiding over executive sessions, approving agendas/schedules, liaising with the CEO, and engaging with major shareholders as needed. He brings deep CEO and rail-industry operating experience, having led Westinghouse Air Brake Technologies Corporation (Wabtec) as President & CEO (2006–2014) and subsequently serving as Executive Chairman/Chairman since May 2014. In 2024, the board and committees held six meetings with cumulative 100% attendance; each incumbent director attended at least 75% of assigned meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westinghouse Air Brake Technologies Corporation (Wabtec) | President & Chief Executive Officer | Feb 2006 – May 2014 | CEO experience provides leadership insights and ability to assess operational risks and strategic growth opportunities. |
| Westinghouse Air Brake Technologies Corporation (Wabtec) | Executive Chairman or Chairman | May 2014 – Present | Ongoing leadership of a large global rail equipment/services company. |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Westinghouse Air Brake Technologies Corporation (Wabtec) | Director | Since 2006 | Also Executive Chairman/Chairman since May 2014. |
| Genesee & Wyoming Inc. | Director | Oct 2015 – Dec 2019 | Public owner/operator of short line and regional freight railroads. |
| Carnegie Science Center | Board of Directors | Not disclosed | Non-profit governance role. |
| Carnegie Museums of Pittsburgh | Board of Trustees | Not disclosed | Non-profit governance role. |
| UPMC Children’s Hospital of Pittsburgh Foundation | Board of Trustees | Not disclosed | Non-profit governance role. |
Board Governance
- Independence: Independent director (affirmed by the board under NYSE/Company guidelines).
- Years of service: Director since 2009.
- Committee assignments (2024): Audit (member), Management Development & Compensation (member), Strategy & Risk (Chair).
- Lead Independent Director: Designated to serve as Lead Independent Director immediately following the May 8, 2025 annual meeting.
- LID responsibilities include presiding at executive sessions, calling meetings of independent directors, agenda/schedule input/approval, liaison with the CEO, participating in board/CEO evaluations, and meeting with major shareholders as requested.
- Attendance: 2024 board held 6 meetings; cumulative board and committee attendance was 100%; each incumbent director attended ≥75% of their meetings.
- Age/limits: Director age 74; Company guideline retirement age is 75 absent board-approved exception.
Fixed Compensation (Non-Employee Director – 2024)
| Item | Amount (USD) |
|---|---|
| Annual cash retainer | $85,000 |
| Committee chair fee (Strategy & Risk) | $12,500 |
| Supplemental meeting fees | $1,000 |
| Total cash fees (reported) | $98,500 |
Notes: Standard chair fees and meeting fee practices per director compensation program. Effective Jan 1, 2025, Nom/Gov chair retainer increased (to $15,000) and MDCC chair retainer increased (to $17,500); Strategy & Risk chair fee remains as disclosed above.
Performance Compensation (Non-Employee Director – 2024)
| Equity Component | Detail |
|---|---|
| RSUs granted | 2,079 RSUs to each incumbent non-management director on May 2, 2024. |
| Grant-date fair value | $110,000, based on $52.91/share on May 2, 2024. |
| Vesting | Earlier of 365 days after grant or the next annual meeting, subject to continuous service. |
Directors can defer cash and/or RSUs into the Director Deferred Compensation Plan (stock units settled after board service).
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Wabtec (Director; also Executive Chairman/Chairman since 2014). |
| Prior public boards | Genesee & Wyoming Inc. (Director, Oct 2015–Dec 2019). |
| Compensation committee interlocks (Koppers) | None disclosed; 2024 MDCC comprised independent directors (including Neupaver); no reciprocal interlocks with Koppers executives reported. |
Expertise & Qualifications
- Former public company CEO (Wabtec), with board chair experience since 2014.
- Deep rail/manufacturing industry and operational risk oversight experience relevant to Koppers’ end markets.
- Strategic planning and growth assessment capabilities leveraged as Strategy & Risk Committee Chair.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (3/17/2025) | 78,989 shares. |
| RSUs (unvested; 2024 grant) | 2,079 RSUs per director as of Dec 31, 2024; these RSUs were outstanding for incumbents. |
| Ownership as % outstanding | <1% (each individual other than CEO holds <1%). |
| Director ownership guideline | 5x annual cash retainer; all non-employee directors except Sandifer and Vartanian have achieved compliance (Neupaver included). |
| Hedging/pledging policy | Company policy prohibits hedging, short sales, and pledging of company stock by directors. |
Governance Assessment
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Strengths:
- Lead Independent Director designation enhances independent oversight as the board combines Chair/CEO roles; mandate includes agenda-setting and shareholder engagement.
- Chairs Strategy & Risk Committee; committee met 7 times in 2024 and oversees strategic planning, risk identification/mitigation, and stakeholder monitoring.
- Independent status, strong board/committee attendance culture (100% cumulative in 2024), and robust anti-hedging/anti-pledging policy support investor alignment.
- Director ownership guidelines (5x retainer) and compliance indicate skin-in-the-game; 2024 RSU grant further aligns incentives.
-
Potential watch items / red flags:
- Age/tenure: At 74, he approaches the board’s stated retirement age of 75 (exceptions permitted by the board). Succession planning for key independent leadership roles (LID, Strategy & Risk Chair) bears monitoring.
- No related-party transactions were reported for 2024 (positive signal), but ongoing vigilance on potential industry interlocks is prudent given his rail-sector roles.
Signal: The board’s decision to combine Chair/CEO while appointing Neupaver as Lead Independent Director materially elevates his role in agenda-setting, executive session leadership, and investor engagement.
Related-Party Transactions (Conflicts)
- Policy: Audit Committee reviews/approves reportable related-party transactions.
- 2024 outcome: No reportable related-party transactions.
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval: Over 98% support, indicating strong investor endorsement of compensation governance.