Traci Jensen
About Traci L. Jensen
Traci L. Jensen, 58, has served as an independent director of Koppers Holdings Inc. since 2018, with deep operating and commercial experience across global specialty chemicals and adhesives. She previously held executive roles at H.B. Fuller (EVP & Chief Administrative Officer; SVP Global Construction Adhesives; VP Global Business Process Improvement) and engages externally via the Indiana University Kelley School of Business Dean’s Council and industry groups, bringing international operations, manufacturing, sourcing, sales/marketing, R&D, M&A, and HR expertise to the Koppers board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.B. Fuller Company | Executive Vice President & Chief Administrative Officer | Dec 2022 – Dec 2024 | Enterprise administration, governance and operating oversight |
| H.B. Fuller Company | Vice President, Global Business Process Improvement | Jan 2020 – Dec 2022 | Global process optimization and transformation |
| H.B. Fuller Company | Senior Vice President, Global Construction Adhesives | Sep 2016 – Jan 2020 | Global P&L leadership in construction adhesives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana University Kelley School of Business | Dean’s Council member | Not disclosed | Academic advisory engagement |
| H.B. Fuller Foundation | Board member (prior) | Not disclosed | Corporate foundation governance |
| Adhesives and Sealants Council | Executive Committee Chairman (prior) | Not disclosed | Industry standard-setting and advocacy |
Board Governance
- Independence: Determined independent under NYSE and Koppers guidelines; serves on independent committees .
- Committee assignments: Management Development & Compensation; Nominating & Corporate Governance; Strategy & Risk; no chair roles .
- Meeting cadence: 2024 board held 6 meetings; cumulative attendance across board and committees was 100%; all directors attended the 2024 annual meeting .
- Committee meeting counts (2024): Audit (6); Compensation (6); Nominating & Governance (4); Strategy & Risk (7); Sustainability (4). Jensen serves on Compensation, Nominating & Governance, and Strategy & Risk .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director retainer |
| Supplemental meeting fees | $1,000 | For meetings exceeding standard count |
| Committee chair fees | $0 | No chair roles in 2024 |
| Total cash | $86,000 | Sum of cash components |
Performance Compensation
| Equity Award (2024) | Grant Date | Units | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual RSUs | May 2, 2024 | 2,079 | $110,000 | Earlier of 365 days or next annual meeting; unvested RSUs outstanding at year-end |
- Director equity awards are time-based RSUs; no performance-metric linkage applies to director equity (metrics are used for executive PSUs, not director pay) .
Performance metrics table (director compensation)
| Metric | Target | Measurement Window | Applies to Director Compensation? |
|---|---|---|---|
| Adjusted EBITDA | N/A | N/A | No (executive incentives only) |
| Relative TSR | N/A | N/A | No (executive PSUs only) |
Other Directorships & Interlocks
| Category | Current | Prior |
|---|---|---|
| Public company boards | None disclosed | None disclosed |
| Private/non-profit/academic | Dean’s Council (Indiana University Kelley); H.B. Fuller Foundation (prior) | Adhesives and Sealants Council Executive Committee Chairman (prior) |
- Interlocks/Conflicts: No reportable related-party transactions in 2024; independent status affirmed by the board .
Expertise & Qualifications
- International operations and chemicals industry expertise spanning manufacturing, strategic sourcing, sales/marketing, R&D, M&A, and HR leadership; contributes to global operational considerations for Koppers .
- Governance orientation via corporate and industry roles; complements board oversight across compensation, nominations/governance, and strategy/risk .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Unvested RSUs | Ownership % of Outstanding | Notes |
|---|---|---|---|---|
| Traci L. Jensen | 27,214 | 2,079 | <1% | Beneficial ownership includes RSUs vesting within 60 days of March 17, 2025 |
- Director stock ownership guidelines: Suggested ownership level is 5x annual cash retainer; Jensen is in compliance (all non-employee directors except Sandifer and Vartanian have met guidelines) .
- Hedging/pledging: Company policy prohibits hedging, short sales, and pledging of company stock for directors and employees .
Governance Assessment
- Committee breadth and independence: Serving on three key independent committees (Compensation; Nominating & Governance; Strategy & Risk) reflects strong governance engagement and cross-functional oversight; no chair roles limit outsized influence risk .
- Attendance and engagement: Board reported 100% cumulative attendance in 2024 and full annual meeting participation, supporting effectiveness and reliability of oversight processes .
- Pay structure and alignment: Balanced mix of cash and time-based RSUs ($86k cash; $110k equity) promotes alignment with shareholder interests without introducing performance-linked gaming risk for director pay; compliance with 5x ownership guideline reinforces “skin-in-the-game” .
- Conflicts and red flags: No 2024 related-party transactions; independence affirmed; enterprise policy bans hedging/pledging; no disclosed legal or SEC issues tied to director; overall low conflict profile .
- Compensation governance context: The Compensation Committee (on which Jensen serves) uses an independent consultant (Meridian) and maintains clawback and no gross-up practices for executives—signals robust pay governance culture that typically extends to board practices .
Overall, Jensen’s international chemicals domain expertise and multi-committee participation enhance board effectiveness in compensation design, governance, and strategic risk oversight, with strong attendance and ownership alignment and no disclosed conflicts—supportive of investor confidence in Koppers’ governance framework .