Andrew Sandifer
About Andrew D. Sandifer
Andrew D. Sandifer (age 55) is an independent director of Koppers Holdings Inc., serving since 2023. He is Executive Vice President and Chief Financial Officer of FMC Corporation and qualifies as an SEC “audit committee financial expert,” reflecting deep finance and transformation experience across technology-driven product and materials businesses. The board expects to elect him Audit Committee Chair effective immediately following the May 8, 2025 annual meeting. Independence was reaffirmed by the board under NYSE and company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FMC Corporation | Executive Vice President & Chief Financial Officer | Since May 2018 | Led M&A, ERP implementations, strategic realignment; broad international finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Germantown Academy | Board of Trustees | Current | Finance and Audit committees |
| Philabundance | Board Treasurer; Chair of Finance Committee | 2014–2022 | Financial oversight for leading regional hunger relief organization |
Board Governance
- Committees: Audit; Management Development & Compensation; Nominating & Corporate Governance. Expected Audit Committee Chair post-annual meeting (May 8, 2025). Sandifer meets SEC audit financial expert and NYSE financial management expertise requirements.
- Attendance: Board held 6 meetings in 2024; each incumbent director attended at least 75% of board and committee meetings; cumulative attendance was 100%. All directors in office attended the 2024 annual meeting.
- Committee meeting cadence: Audit (6); Management Development & Compensation (6); Nominating & Corporate Governance (4).
- Independence: Board determined Sandifer is independent under NYSE and company guidelines.
- Executive sessions and oversight: Independent directors meet regularly in executive session; risk oversight responsibilities are clearly partitioned across committees.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Standard non-employee director retainer for 2024 |
| Equity RSU Grant | $110,000 | 2,079 RSUs granted May 2, 2024 at $52.91 per share; vests at earlier of 365 days or next annual meeting |
| Total 2024 Director Compensation | $195,000 | Fees + stock awards for Sandifer |
| Chair Fees (Reference) | $20,000 | Audit Committee Chair supplemental retainer (2024 schedule); expected applicable upon chair election |
Additional program features:
- Meeting fees: $1,000 for board or committee meetings exceeding six per year.
- Deferred Compensation: Directors may defer cash retainers and RSUs into the Director Deferred Compensation Plan (as stock units).
Performance Compensation
Non-employee director compensation has no performance-based components; RSUs are time-based and vest at the next annual meeting or one year after grant (whichever occurs first). Dividends/DEUs on RSUs only vest to the extent the underlying award vests. Awards are subject to company clawback policies and LTIP terms.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| FMC Corporation | Public company | EVP & CFO | No reportable related-party transactions disclosed at Koppers in 2024; board reaffirmed independence. |
| Germantown Academy | Non-profit | Trustee | None disclosed. |
| Philabundance | Non-profit | Treasurer; Finance Chair (former) | None disclosed. |
Committee interlocks: The Management Development & Compensation Committee (member: Sandifer) reported no compensation committee interlocks or insider participation involving Koppers executive officers.
Expertise & Qualifications
- Financial expertise: SEC “audit committee financial expert”; NYSE accounting/financial management expertise.
- Transformation experience: M&A, restructuring, strategic realignment, ERP implementation; multi-sector and international exposure.
- Governance and risk: Active roles on finance and audit committees in external non-profit governance.
Equity Ownership
| Measure | Value | Detail |
|---|---|---|
| Total Beneficial Ownership | 6,028 shares | Includes 2,079 unvested RSUs credited to Director Deferred Compensation Plan |
| Ownership % of Outstanding | < 1.0% | As noted for individuals other than CEO |
| Unvested RSUs | 2,079 units | Granted May 2, 2024; vest at next annual meeting/365 days |
| Director Ownership Guideline | 5x annual cash retainer | Suggested guideline; until achieved, retain 75% of net shares from vesting |
| Guideline Compliance Status | Not yet achieved | All non-employee directors except Sandifer and Vartanian not yet at suggested level |
| Hedging/Pledging Policy | Prohibited | Insider Trading Policy bans hedging, short sales, pledging/margin accounts |
Change-in-control treatment for director RSUs: Accelerated vesting if not assumed/continued or in certain change-in-control contexts per plan terms; director annual RSUs accelerate upon change in control.
Governance Assessment
- Board effectiveness: Elevation to Audit Chair enhances financial oversight; Sandifer’s CFO background and audit expert status strengthen audit committee leadership.
- Independence and conflicts: Board affirmed independence; no reportable related-party transactions in 2024, limiting conflict risk despite external CFO role.
- Alignment: Owns 6,028 shares including unvested RSUs; not yet at suggested 5x retainer guideline—typical for a relatively newer director (since 2023). Monitoring progress to guideline is warranted.
- Compensation risk: Director pay mix is balanced—cash retainer plus time-based RSUs; no performance pay or option repricing; clawback and minimum vesting provisions apply via LTIP governance.
RED FLAGS and watch items:
- Ownership guideline shortfall (not yet achieved): Watch for progress to 5x retainer over tenure; not inherently a governance breach but bears on long-term alignment.
- Workload considerations: As EVP & CFO of FMC and anticipated Audit Chair at Koppers, ensure sustained attendance and engagement continue at high levels; 2024 attendance metrics were strong.
Shareholder-relevant signals:
- Strong say-on-pay support (98%) indicates general investor confidence in compensation governance; while focused on executives, it reflects committee oversight culture (Sandifer is a member).
- Clear, codified prohibitions on hedging/pledging and robust clawback increase investor alignment and risk controls.