Charlotte Henry
QUAKER CHEMICALAbout Charlotte C. Henry
Charlotte C. Henry, age 60, has served as an independent director of Quaker Houghton (KWR) since 2020 and currently sits on the Audit and Governance Committees, bringing over 30 years of information technology and cybersecurity experience to the board . Her background includes serving as Chief Information Technology Officer of the UAW Retiree Medical Benefits Trust from December 2014 to February 2022, with prior leadership roles at the Auto Club Group and earlier IT leadership positions at Ford and General Motors, which support her qualifications in cybersecurity, governance, and financial reporting oversight . The Board affirmatively determined she is independent under NYSE standards as of February 19, 2025, and she attended at least 75% of required board and committee meetings in 2024, consistent with the board’s attendance disclosure (with only one director, not Ms. Henry, falling below 75% due to illness) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UAW Retiree Medical Benefits Trust | Chief Information Technology Officer | Dec 2014 – Feb 2022 | Led IT functions for the largest non-governmental retiree healthcare purchaser, contributing cybersecurity and data management expertise . |
| Data Consulting Group (DCG) | IT Management Consultant | Aug 2014 – Dec 2015 | Provided management consulting in IT, supporting process and governance improvements . |
| Auto Club Group | Vice President and Chief Technology Officer | Sep 2008 – Jun 2014 | Oversaw technology and cybersecurity in a complex financial and services organization . |
| Ford Motor Company; General Motors | IT Leadership Roles | 18 years (cumulative) | Built deep experience across global IT operations and cybersecurity . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Bank of Indianapolis | Director; Chair, Information Technology Committee | Current | Brings cyber oversight experience noted in KWR biography to board responsibilities . |
Board Governance
- Committees: Audit; Governance (member) .
- Audit Committee mandate includes oversight of IT and cybersecurity, specifically noting Ms. Henry’s cybersecurity experience supports this oversight area .
- Independence: Board determined Ms. Henry is independent under NYSE and company guidelines as of February 19, 2025 .
- Attendance: The Board held five regular and two special meetings in 2024; committees met Audit (6), Compensation (5), Governance (3), Sustainability (4), and each director attended at least 75% of applicable meetings except one director due to illness (Ms. Henry not identified as the exception) .
- Overboarding policy: Non-CEO directors generally limited to four other public boards; Ms. Henry serves on one additional board, well within the policy parameters .
- Hedging/pledging and insider policy: Directors, officers, and employees are prohibited from hedging (puts, calls, short sales), and the company discloses it does not permit hedging or pledging by directors or officers .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | Standard retainer for non-management directors (2024–2025 board year) . |
| Committee Fees | $15,000 | Audit member $10,000; Governance member $5,000, aligned with her assignments . |
| Chair/Lead/Chairman Premiums | $0 | Not a chair or Lead Director; chair premiums listed for reference (Audit $20,000; CHRC $15,000; Governance $12,500; Sustainability $12,500; Lead Director $20,000; Non-exec Chair $100,000) . |
| RSU Equity Grant (Director) | $129,847 | Time-based RSUs for 2024–2025 board year, vests in a single installment after one year . |
| Dividends/Other | $612 | Dividends on prior unvested time-based restricted stock awards per director comp table note . |
| Total 2024 Director Compensation | $225,459 | As reported for Ms. Henry . |
Notes: Director equity retainer was $130,000 in RSUs granted in June 2024 and vesting in one year for continuing directors; prorated for directors appointed July 31, 2024 (not applicable to Ms. Henry) .
Performance Compensation
- Structure: Director equity is time-based RSUs vesting after one year; there are no performance-based metrics attached to director equity grants .
- Ownership alignment: Under the 2023 Director Stock Ownership Plan, independent directors must hold shares equal to 500% of the annual cash retainer (computed using the prior year’s average share price); if below threshold, at least 75% of the annual cash retainer is paid in shares until compliance .
- Clawback: The company maintains a compensation recoupment policy for erroneously awarded incentive compensation applicable to covered executives; this disclosure pertains to executives rather than directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Federal Home Loan Bank of Indianapolis | Director; IT Committee Chair | Information Technology Committee Chair | No related-party transactions disclosed involving Ms. Henry; no identified customer/supplier interlock with Quaker Houghton in proxy . |
Expertise & Qualifications
- Cybersecurity and IT: Explicitly identified as having cybersecurity experience, including chairing an IT committee at another institution, supporting Audit Committee cyber oversight at KWR .
- Financial reporting and governance: Listed skills include accounting/finance, financial reporting, and governance, supporting Audit and Governance committee work .
- Industrial and global experience: Career spans automotive and financial services with global organizational exposure, aligning with KWR’s industrial footprint .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Charlotte C. Henry | 2,546 | <1% | Beneficial ownership as of March 4, 2025; no options reported as exercisable within 60 days for Ms. Henry in table footnotes . |
Reference context:
- Shares outstanding used for management ownership table: 17,871,224; individual totals include options exercisable within 60 days, where applicable .
Governance Assessment
- Strengths: Independent director with directly relevant cybersecurity and IT oversight experience tied to the Audit Committee’s risk remit; independence affirmed in 2025; solid attendance disclosure for 2024; compensation structure aligns with market norms (cash retainer plus annual RSUs with one-year vesting); robust director ownership policy promotes alignment; hedging and pledging by directors prohibited, reinforcing alignment with shareholders .
- Conflicts/related-party exposure: Proxy discloses related-party transactions and a large shareholder (Gulf Hungary/QH Hungary) with pledged shares, but does not disclose any related-party transactions involving Ms. Henry .
- Shareholder sentiment signal: Say-on-pay in 2024 received approximately 97% approval, indicating broad shareholder support for compensation governance, which indirectly supports board oversight credibility; while focused on executives, it is a relevant governance signal for board effectiveness .
Board Governance (Detail Reference)
- Board and committee meetings: Board (5 regular, 2 special); Audit (6); Compensation (5); Governance (3); Sustainability (4), supporting context for attendance expectations and workload .
- Overboarding and governance guidelines: Board monitors director commitments and requires notification before accepting new board roles to enforce overboarding policy .
Director Compensation (Structure Reference)
| Item | Amount/Term | Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | All non-management directors . |
| RSU Equity Retainer | $130,000 | Time-based, 1-year vest (June 2024 grant cycle) . |
| Committee Member Fees | Audit $10,000; Comp $5,000; Governance $5,000; Sustainability $5,000 | Annual fees per committee membership . |
| Committee Chair Fees | Audit $20,000; Comp $15,000; Governance $12,500; Sustainability $12,500 | Annual chair retainers . |
| Lead Director Retainer | $20,000 | Additional annual retainer . |
| Non-Exec Chair Retainer | $100,000 | Additional annual retainer . |
Related-Party and Risk Indicators
- Related-party transactions: Policy requires Governance Committee review of transactions ≥$50,000 with related parties; 2024 disclosures include legacy Houghton shareholder matters and a consulting agreement with a director, but none involve Ms. Henry .
- Large shareholder concentration/pledging: Gulf Hungary/QH Hungary beneficially own about 21% of KWR, with significant pledged shares, which is a broader governance consideration though not tied to Ms. Henry specifically .
- Hedging/pledging restrictions: Company prohibits director hedging and pledging, reducing misalignment risk .
Overall, Ms. Henry’s profile presents a strong fit for Audit and Governance oversight given her explicit cybersecurity credentials, independence, and engagement, with no disclosed conflicts or related-party transactions involving her, while broader ownership concentration and pledging by a major shareholder represent general governance context for the board to oversee .