Sonja Wilkerson
About Sonja M. Wilkerson
Sonja M. Wilkerson (age 64) is an independent director of Koppers Holdings Inc. and has served on the board since 2018; she is Executive Vice President and Chief People Officer at Bloom Energy Corporation (public company) since January 2019, with prior senior HR roles at Infinera, Hewlett Packard Enterprise, and Cisco, bringing global HR leadership, merger integration, and workforce-of-the-future expertise to Koppers’ board deliberations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Director, Human Resources | Oct 2004 – Oct 2014 | Global HR leadership; managed international cultures |
| Hewlett Packard Enterprise Company | Vice President, Human Resources | Nov 2014 – Dec 2016 | Senior HR leadership |
| Infinera Corporation | Senior Vice President, Human Resources | Dec 2016 – Jan 2019 | Led merger integration; global HR |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bloom Energy Corporation | Executive Vice President & Chief People Officer | Jan 2019 – present | Public company; workforce planning expertise |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Management Development & Compensation (MD&C) | Chair | 6 |
| Nominating & Corporate Governance | Member | 4 |
| Sustainability | Member | 4 |
- Independent under NYSE and company guidelines; board determined Ms. Wilkerson satisfies independence standards .
- Board held six meetings in 2024; all directors then in office attended the 2024 annual meeting; cumulative board and committee attendance in 2024 was 100% .
- MD&C responsibilities include director and executive compensation oversight, approving CEO compensation (ratified by independent directors), and administering cash/equity incentive plans .
- Anti-hedging/anti-pledging policy prohibits hedging, short sales, pledging, or margin accounts with lien risk for directors and employees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Non-Employee Director) | $85,000 | Standard 2024 director retainer |
| MD&C Committee Chair Retainer (2024) | $15,000 | Chair supplement paid to Wilkerson |
| Cash Fees Total (2024) | $100,000 | As disclosed for Wilkerson |
| 2025 MD&C Chair Retainer (effective Jan 1, 2025) | $17,500 | Increased from $15,000 |
| Meeting Fees (beyond 6 per year) | $1,000 per meeting | Applies only if meetings exceed six; no specific amounts disclosed for Wilkerson in 2024 |
Performance Compensation
| Equity Grant Detail | Value / Count | Terms |
|---|---|---|
| Annual RSU Grant (May 2, 2024) | $110,000; 2,079 RSUs | Grant date fair value based on $52.91; number applies to each incumbent non-management director |
| Vesting | Time-based | Vests on earlier of 365 days after grant or next annual meeting, subject to continued service |
| Change-in-Control | Accelerated vesting | Unvested annual director RSUs accelerate upon change in control |
| Deferred Compensation Plan | 10,046 unvested time-based RSUs credited to director deferred account (Wilkerson) | Deferred as stock units; paid post-board service in stock units per plan |
- Director RSUs are time-based; no performance metrics tied to director equity awards are disclosed .
Other Directorships & Interlocks
- No other public company directorships for Ms. Wilkerson are disclosed in the proxy .
- Compensation committee interlocks: In 2024, independent directors (including Wilkerson) served on MD&C; none of Koppers’ executive officers served on boards or compensation committees of other entities with reciprocal executive overlap, mitigating interlock risk .
Expertise & Qualifications
- Executive HR leadership across technology and manufacturing-adjacent sectors; experience in global operations and international culture integration .
- Workforce of the future planning and talent development; merger integration execution .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (as of Mar 17, 2025) | 27,263 shares | Includes RSUs as noted |
| Ownership as % of Outstanding | <1.0% | Per proxy note for individuals other than CEO |
| RSUs vesting within 60 days | 2,079 | Right to acquire within 60 days |
| Unvested Time-Based RSUs credited to Director Deferred Plan | 10,046 | Credited to Koppers Director Deferred Compensation Plan |
| Director Stock Ownership Guideline | 5x annual cash retainer | Counts unvested RSUs; retain 75% net shares until achieving guideline |
| Compliance Status | Achieved | All non-employee directors except Sandifer and Vartanian have achieved compliance |
| Hedging/Pledging | Prohibited | Per Insider Trading and Securities Compliance Policy |
Governance Assessment
- As MD&C Chair, Wilkerson plays a central role in oversight of executive and director pay, with independent committee membership and formal responsibilities that include plan administration and CEO compensation review—supportive of board effectiveness and pay governance .
- Independence determination, 100% cumulative board/committee attendance in 2024, and strong anti-hedging/anti-pledging controls underpin alignment and investor confidence .
- Compensation signals: her 2024 director pay mix was balanced ($100,000 cash; $110,000 equity RSUs), consistent with the standardized program; the board increased certain chair retainers for 2025, reflecting workload and responsibility rather than guaranteed pay inflation .
- Potential watchpoint: the proposed Amended and Restated 2020 LTIP raises the maximum annual grant date fair value for awards to any non-employee director to $350,000 from prior $200,000 and increases share reserve by 1,000,000, which could expand board equity compensation capacity—investors should monitor actual grant levels and MD&C’s approach to non-employee director pay to avoid over-alignment to equity beyond governance needs .
- No disclosed related-party transactions, pledging or hedging, and no compensation committee interlocks suggest low conflict risk at the director level in 2024 .