David Motley
About David L. Motley
David L. Motley, age 66, is an independent director of Koppers Holdings Inc. (KOP) serving since 2018. He is Chair of the Nominating and Corporate Governance Committee, and sits on the Audit and Strategy & Risk Committees, bringing 30+ years of experience in strategy, M&A, portfolio management, and operating roles; he is also a venture fund GP and public-company director (F.N.B. Corporation; Coherent Corp.) and serves as board chair of SRI, Inc. (Stanford Research Institute) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BTN Ventures | General Partner | Since Jan 2021 | Early-stage software investing; strategic growth insight |
| BlueTree Venture Fund | Managing Partner | Since Apr 2012 | Venture investing; portfolio/transaction experience |
| MCAPS, LLC | CEO & President | Since Jan 2018 | Professional services leadership |
| PPG Industries (Chemicals Division) | Technical roles | Not disclosed | Specialty chemicals technical grounding |
| Philips Respironics | Vice President & Group Mgmt | Not disclosed | Operating leadership; strategic planning |
| Covidien, Inc. | Vice President & Group Mgmt | Not disclosed | Operating leadership; M&A/portfolio management |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| F.N.B. Corporation | Director | Since Jul 2013 | Public financial services company |
| Coherent Corp. | Director | Since Feb 2021 | Public materials/networking/photonics company |
| Deep Lake Capital Acquisition Corp. | Director | Jan 2021 – Jan 2023 | SPAC; former public listing |
| SRI, Inc. (Stanford Research Institute) | Board Chair | Not disclosed | Research institute leadership |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair; Strategy & Risk Committee member .
- Independence: Board determined Motley is independent under NYSE and company guidelines .
- Attendance/engagement: Board held 6 meetings in 2024; cumulative board and committee attendance was 100%, and each incumbent director attended ≥75% of meetings; all directors then in office attended the 2024 annual meeting .
- Nominating & Corporate Governance Committee scope (as Chair): Oversees board and management evaluations; independence determinations; corporate governance guidelines; and investigates/directs conflict-of-interest matters including director outside activities .
- Strategy & Risk Committee scope: Long-range planning; risk oversight; stakeholder monitoring and engagement readiness .
Fixed Compensation
Program structure for non-employee directors (2024 baseline; changes effective 2025 noted):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard director cash retainer |
| Committee chair retainer (Audit) | $20,000 | Supplemental for Audit Chair |
| Committee chair retainer (MD&C) | $15,000 → $17,500 (effective 1/1/2025) | Supplemental for Compensation Chair |
| Committee chair retainer (Nom/Gov) | $12,500 → $15,000 (effective 1/1/2025) | Supplemental for Nominating/Governance Chair |
| Other committee chair retainers | $12,500 | Strategy & Risk; Sustainability |
| Meeting fees (over six per year) | $1,000 per meeting | Board or committee meetings beyond six |
| Annual equity (RSUs) | $110,000 | Granted to incumbents annually; vests at next annual meeting or after 365 days |
Motley’s actual 2024 director pay:
| Item | Amount | Detail |
|---|---|---|
| Fees earned/paid in cash | $98,500 | Includes $12,500 for Nom/Gov Chair and $1,000 supplemental meeting fee |
| Stock awards (RSUs) | $110,000 | Grant to incumbent directors |
| Total | $208,500 | Sum of cash and equity |
Performance Compensation
Non-employee directors receive time-based RSUs (no performance metrics or options). 2024 specifics:
| Grant Date | RSUs Granted | Grant Fair Value | Pricing Basis | Vesting |
|---|---|---|---|---|
| May 2, 2024 | 2,079 | $110,000 | $52.91 closing price on grant date | Earlier of 365 days post-grant or next annual meeting |
No director PSUs or options are granted; RSUs for directors vest time-based only, with dividends credited as units that vest only if the underlying award vests .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| F.N.B. Corporation | Low direct overlap with Koppers’ specialty chemicals customer/supplier base | Financial services; unrelated to core KOP operations |
| Coherent Corp. | Low direct overlap | Photonics/materials; unrelated to KOP’s railroad/wood preservation focus |
| Deep Lake Capital Acquisition Corp. | None (former SPAC, tenure ended 2023) | No ongoing involvement |
| SRI, Inc. | Low direct overlap | Research institute; governance leadership |
- Reportable related-party transactions: None in fiscal 2024 (Audit Committee reviews under Item 404) .
Expertise & Qualifications
- Corporate strategy, M&A, growth initiatives, portfolio management across multiple industries; senior operating roles culminating at Philips Respironics and Covidien .
- Venture investing leadership (BTN Ventures; BlueTree) and professional services leadership (MCAPS) .
- Technical foundation from early roles at PPG Industries Chemicals Division, aligning with Koppers’ materials/chemicals domain .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of Mar 17, 2025) | 27,263 shares | Includes equity units detailed below |
| Ownership as % outstanding | <1% | Each individual director other than CEO owns <1% |
| Unvested RSUs (2024 annual grant) | 2,079 | Held by each incumbent non-management director as of Dec 31, 2024 |
| Unvested time-based RSUs credited to Director Deferred Compensation Plan | 10,046 | Specific to Motley; credited units |
| Hedging/pledging | Prohibited | Company policy bans hedging, short sales, publicly traded options, and pledging/margin; applies to directors |
| Director ownership guidelines | 5× annual cash retainer | Suggested guideline; retain 75% of net shares until achieved |
| Compliance status | In compliance | All non-employee directors except Sandifer and Vartanian are compliant |
Governance Assessment
-
Strengths:
- Independent director; 2024 board/committee attendance strong (100% cumulative), and annual meeting attended .
- Chair of Nom/Gov Committee overseeing independence, governance standards, and conflict reviews; sits on Audit and Strategy & Risk, enhancing oversight breadth .
- Clear, modest director pay aligned with market and time-based equity; no options or performance awards that could distort incentives; annual RSU vests at next meeting .
- Stock ownership alignment with guideline compliance; policy bans hedging/pledging .
- No reportable related-party transactions in 2024, reducing conflict risk .
-
Potential watchpoints:
- Multiple external commitments (two current public boards, venture fund GP, SRI chair) could create time-allocation risk; mitigated by proxy’s expectation of significant time commitment and Motley’s 2024 attendance record .
- Venture investing roles warrant continued monitoring for any future related-party exposure; Nom/Gov charter explicitly tasks committee (which he chairs) with reviewing director outside activities and conflicts .
- Board leadership structure change (combined CEO/Chair with Lead Independent Director) heightens the importance of independent committee chairs; Motley’s Nom/Gov leadership is a positive counterbalance .
Overall signal: governance-positive. Independent chairmanship of the Nom/Gov Committee, cross-committee engagement, strong attendance, and ownership guideline compliance support investor confidence; no 2024 conflict or related-party findings reported .