Nishan Vartanian
About Nishan J. Vartanian
Independent director at Koppers Holdings Inc. since 2024; age 65. Career safety-products operator with nearly four decades at MSA Safety, including CEO and Chairman roles; currently Chairman of MSA Safety (since May 2024). Determined independent by Koppers’ board under NYSE and company guidelines. Serves on three Koppers board committees: Audit, Strategy & Risk, and Sustainability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSA Safety Incorporated | Chairman and CEO | Jun 2023 – May 2024 | Led global safety products company; executive oversight of strategy, product, sales, finance |
| MSA Safety Incorporated | Chairman, President & CEO | May 2020 – May 2023 | Oversaw strategy and operations across Americas and global markets |
| MSA Safety Incorporated | President & CEO | May 2018 – May 2020 | Led company execution across product development, marketing, sales, finance |
| MSA Safety Incorporated | President, MSA North America; SVP & President, MSA Americas | Prior to 2018 | Senior operating leadership across regions; extensive manufacturing experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| MSA Safety Incorporated (public) | Chairman | May 2024 | Independent of Koppers’ customer/supplier disclosure; no Koppers related-party transactions in 2024 |
| Highmark Health | Director | Jul 2024 | National health organization; governance experience |
| Federal Reserve Bank of Cleveland, Pittsburgh Branch | Director | N/A | Regional economic oversight exposure |
| International Association of Firefighters Foundation | Board of Trustees | N/A | Non-profit board service |
Board Governance
- Independence and service:
- Determined independent by Koppers board under NYSE and company guidelines; serves on independent-only committees (Audit; Strategy & Risk; Sustainability) .
- Board and committees meeting cadence (2024): Board held 6 meetings; cumulative board/committee attendance was 100%, with each incumbent director at or above 75% attendance; all directors in office attended the 2024 annual meeting .
- Committee assignments (2024):
Committee Role 2024 Meetings Audit Member 6 Strategy & Risk Member 7 Sustainability Member 4 - Governance context: Koppers combined Chair/CEO roles effective after May 8, 2025, with a designated Lead Independent Director and robust lead director authorities to preserve independent oversight .
- Executive sessions: Independent directors meet in executive session on a regular basis .
Fixed Compensation (Director)
- Standard 2024 non-employee director program:
- Annual cash retainer: $85,000; annual RSU grant: $110,000 grant-date value; chair retainers vary by committee (e.g., Audit Chair $20,000) .
- 2024 actual for Vartanian (partial year):
Component Amount Cash retainer (Feb 13–Dec 31, 2024) $74,959 Committee chair fees $0 (not a chair) Meeting fees $0 (no supplemental meeting fees reported) Total Cash $74,959
Performance Compensation (Director Equity Grants)
-
Directors receive time-vested RSUs (no performance metrics). 2024 awards for Vartanian:
Grant date Shares Grant-date price Grant-date fair value Feb 14, 2024 (initial pro-rata) 460 $51.25 $23,575 May 2, 2024 (annual) 2,079 $52.91 $110,000 Total 2024 equity 2,539 — $133,575 -
Vesting: Director RSUs vest at the earlier of 365 days from grant or the next annual meeting; accelerated vesting upon change in control for unvested annual director RSUs .
Other Directorships & Interlocks
| Company | Public? | Role | Potential Interlock Risk |
|---|---|---|---|
| MSA Safety Incorporated | Yes | Chairman | No Koppers-related party transactions in 2024; independence affirmed by Koppers board . |
| Highmark Health | No (non-profit/health organization) | Director | No related-party transactions disclosed . |
| Federal Reserve Bank of Cleveland, Pittsburgh Branch | No | Director | Not a corporate interlock; regulatory exposure . |
Expertise & Qualifications
- Global manufacturing operator with deep safety-products specialization; executive leadership across strategy, product development, marketing, sales, and finance .
- Brings governance, risk oversight, and stakeholder engagement exposure via public company chairmanship and service on a Federal Reserve Bank branch board .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 2,539 shares |
| % of outstanding | <1% (each director other than CEO holds <1%) |
| Included in beneficial ownership | 2,079 unvested RSUs creditable within 60 days; 2024 grants are reflected per footnote methodology . |
| Director ownership guideline | 5x annual cash retainer; shares and unvested RSUs count . |
| Compliance status | Not yet at suggested guideline (as of 2025, only Sandifer and Vartanian are not yet in compliance) . |
| Hedging/pledging | Company policy prohibits hedging, pledging, short sales, and most derivatives for directors and employees . |
Governance Assessment
- Strengths and signals supporting investor confidence:
- Independent director serving on three key committees (Audit; Strategy & Risk; Sustainability), aligning with risk, financial oversight, and ESG priorities .
- Strong attendance culture at Koppers (2024 cumulative 100%) and independent committee structures; independence affirmations cover Vartanian .
- Director compensation is balanced (cash + time-vested equity) with clear caps and no excessive perquisites for directors; equity vests on time/meeting cycle, not on performance manipulation .
- No reportable related-party transactions in 2024; Code of Conduct requires recusal for conflicts; hedging/pledging prohibited, reducing alignment risks .
- Watch items / potential red flags:
- Newer director still building ownership toward guideline (common for first-year appointees) .
- Koppers’ move to combined Chair/CEO increases importance of an active Lead Independent Director and robust committee work—Vartanian’s multi-committee service partially mitigates this risk .
- Director pay detail confirms alignment:
- 2024 director compensation for Vartanian: $74,959 cash and $133,575 equity value reflecting partial-year service plus annual grant; consistent with program design and market norms .