Xudong Feng
About Xudong Feng, Ph.D.
Independent director of Koppers Holdings Inc. (KOP); age 66; director since 2009 (≈16 years of board tenure). Dr. Feng holds a Ph.D. in inorganic chemistry and brings deep specialty chemicals technical expertise, risk management/regulatory experience, and environmental risk insight from senior roles at PPG, Bayer MaterialScience LLC, Lanxess, and the University of Chicago’s Pritzker School of Molecular Engineering . The board has affirmatively determined she is independent under NYSE and Koppers guidelines . Board-level attendance in 2024 was strong, with 100% cumulative attendance across the board and committees, and every incumbent director attending at least 75% of their meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPG Industries, Inc. | Director of Science and Technology and Global Analytical Sciences | May 2020 – Jun 2023 | Senior technical leadership in coatings/specialty materials; risk, compliance, environmental knowledge leveraged for board discussions |
| PPG Industries, Inc. | Director of Research, Industrial and Packaging Coatings | Jun 2018 – May 2020 | Led R&D in industrial/packaging coatings; specialty chemicals technical expertise |
| University of Chicago Pritzker School of Molecular Engineering | Leadership positions (not specified) | Not disclosed | Developed knowledge in environmental risks and best practices cited in board biography |
| Bayer MaterialScience LLC | Leadership positions (not specified) | Not disclosed | Industry and regulatory experience relevant to KOP’s materials/chemicals footprint |
| Lanxess Corporation | Leadership positions (not specified) | Not disclosed | Industry and regulatory experience relevant to KOP’s materials/chemicals footprint |
External Roles
| Category | Details |
|---|---|
| Current public company directorships | None disclosed in KOP’s proxy biography |
| Prior public company boards | None disclosed in the biography |
| Non-profit/academic/private boards | University of Chicago Pritzker School of Molecular Engineering (leadership background referenced; specific role not listed) |
| Interlocks/reciprocal compensation committee relationships | None reported; KOP discloses no compensation committee interlocks or insider participation issues for 2024 |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director under NYSE and KOP guidelines |
| Years on KOP board | Director since 2009 (age 66 in 2025 board slate) |
| 2024 Board/committee attendance | Board held 6 meetings; cumulative board and committee attendance 100%; all incumbents ≥75% |
| Committee assignments (2025 slate) | Management Development & Compensation (member); Nominating & Corporate Governance (member); Sustainability (Chair) |
| Committee meeting counts (2024) | Management Development & Compensation: 6; Nominating & Corporate Governance: 4; Sustainability: 4 |
| Lead independent director/Board leadership context | Not LID; Board will combine Chair/CEO and appoint a Lead Independent Director (Neupaver) effective post-2025 meeting |
| Executive sessions | Independent directors meet in regular executive sessions without management |
Fixed Compensation (Non‑Employee Director; 2024)
| Component | Amount/Detail | Evidence |
|---|---|---|
| Annual cash retainer | $85,000 | |
| Committee chair fee (Sustainability) | $12,500 | |
| Fees earned in cash (total) | $97,500 | |
| Equity award (RSUs) – grant-date fair value | $110,000 | |
| RSU grant mechanics | 2,079 RSUs granted May 2, 2024 at $52.91/share | |
| Meeting fees | Supplemental fees apply only beyond six meetings per year; none disclosed for Dr. Feng in 2024 | |
| 2024 total director compensation | $207,500 |
Notes: KOP’s standard 2024 director pay program included $85,000 annual cash retainer and $110,000 annual RSU grant; committee chair retainers were $12,500 (except Audit $20,000; MD&C $15,000) . Dr. Feng received an additional $12,500 for chairing the Sustainability Committee .
Performance Compensation
- Koppers does not utilize performance-based equity for non-employee directors; annual equity is delivered as time-based RSUs that vest at the earlier of one year from grant or the next annual meeting (≥50 weeks) .
- No director stock options were granted in 2024 under the director program .
- Change-in-control: unvested annual director RSUs accelerate upon a change in control .
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Public company board | — | — | No current public company directorships disclosed for Dr. Feng |
| Compensation committee interlocks | — | — | KOP reports no interlocks/insider participation concerns for 2024 |
Expertise & Qualifications
- Ph.D. in inorganic chemistry; deep technical specialization in specialty chemicals and coatings .
- Leadership roles spanning R&D, analytical sciences, and technology at PPG; experience in risk management, regulatory compliance, and environmental risk best practices; additional leadership experience at Bayer MaterialScience, Lanxess, and University of Chicago PME .
- Board skills matrix tags include governance, enterprise risk management/regulatory/compliance, specialty chemicals technical experience, innovation/technology, strategy, and M&A (as part of board-wide skills assessment) .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (3/17/2025) | 40,760 shares |
| Included RSUs vesting within 60 days | 2,079 RSUs (standard director grant) |
| Additional unvested time-based RSUs credited to Director Deferred Compensation Plan | 11,856 (footnote disclosure) |
| Ownership as % of outstanding | Each non-CEO individual (other than the CEO and total group) <1% |
| Hedging/pledging | Prohibited for employees, officers, directors, and other personnel (no hedging, no pledging, no short sales; restrictions on margin accounts) |
| Director ownership guidelines | Suggested 5x annual cash retainer; until achieved, retain 75% of net shares from RSU vesting |
| Compliance with director guidelines | All non-employee directors except Sandifer and Vartanian have achieved compliance (implies Dr. Feng is compliant) |
| Deferred compensation | Directors may defer cash retainers/RSUs into the Director Deferred Compensation Plan (stock units), paid after board service ends |
Governance Assessment
- Strengths: Independent director since 2009 with deep specialty chemicals and ESG/safety/operational risk expertise; chairs Sustainability Committee, sits on MD&C and Nominating & Governance; strong board/committee attendance (100% cumulative; all incumbents ≥75%); aligned equity ownership and compliance with 5x retainer guideline; hedging/pledging prohibited; no related-party transactions disclosed for 2024 .
- Potential concerns: None flagged in 2024 related-party disclosures; no interlocks reported; standard time-based RSUs for directors (no performance conditions), which is common but provides limited pay-for-performance linkage at the director level .
- Implications: Dr. Feng’s technical and regulatory background is well-aligned with KOP’s materials/chemicals risk profile and sustainability priorities, with leadership of the Sustainability Committee providing direct oversight of safety, environmental, and product stewardship under Responsible Care standards—supportive for investor confidence in board risk oversight .
Committee Assignments and Responsibilities (Detail)
- Management Development & Compensation (member): oversees executive and director compensation frameworks, CEO comp recommendations, incentive plan oversight, succession planning; 6 meetings in 2024; all members independent .
- Nominating & Corporate Governance (member): director candidate evaluation, board/committee effectiveness reviews, governance guidelines, conflicts oversight; 4 meetings in 2024; all members independent .
- Sustainability (Chair): oversees sustainability policies/programs; safety (occupational/process), health, environment, security, product stewardship; effectiveness of management systems per ACC Responsible Care; 4 meetings in 2024 .
Related-Party Transactions and Conflicts
- Koppers reported no related-party transactions in fiscal 2024; the Audit Committee reviews/approves any reportable related party transactions if they arise .
- The Code of Conduct requires directors to remove themselves from discussions where conflicts exist, with mechanisms for disclosure and oversight; directors are expected to report potential conflicts .
- Independence determinations are evaluated annually against stringent KOP guidelines (equal to or more exacting than NYSE) and personal circumstances; Dr. Feng meets independence standards .
Director Compensation Program Highlights (Structure/Controls)
- Program elements: cash retainer, committee chair fees, and time-based RSUs; meeting fees only for meetings >6 per year .
- Caps and governance: aggregate annual grant-date fair value limit for non-employee directors under equity plans; RSU vesting tied to service; change-in-control accelerates unvested annual RSUs; no options for directors in 2024 .
Signals to Monitor
- Board leadership transition (combined Chair/CEO with designated Lead Independent Director) beginning after the 2025 annual meeting; continued oversight by independent committees mitigates leadership structure risk .
- Sustainability/reporting rigor and Responsible Care alignment under Sustainability Committee’s oversight; external recognitions for ESG performance noted in 2024 .
No red flags identified regarding attendance, independence, related-party exposure, hedging/pledging, or director pay anomalies for Dr. Feng based on the latest DEF 14A .