Fay West
QUAKER CHEMICALAbout Fay West
Independent director (since 2016), age 56. Current Senior Vice President and Chief Financial Officer of Tennant Company (since April 2021); prior CFO roles at SunCoke Energy, Inc. (2014–2021) and SunCoke Energy Partners, L.P. (2014–2020), and Assistant Controller at United Continental Holdings (2010–2011). Board roles at Quaker Houghton include Audit Committee Chair and Governance Committee member; the Board affirms her independence and “audit committee financial expert” status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennant Company | Senior Vice President & CFO | Apr 2021–Present | Executive finance leadership, risk oversight |
| SunCoke Energy, Inc. | Senior Vice President & CFO | Oct 2014–Apr 2021 | Corporate finance, reporting, M&A |
| SunCoke Energy Partners, L.P. | SVP & CFO | Oct 2014–Jan 2020 | Partnership finance, coal handling services |
| United Continental Holdings, Inc. | Assistant Controller | Apr 2010–Jan 2011 | Financial reporting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Astronics Corporation (NASDAQ: ATRO) | Director | Current | Interlock with KWR director Jeffry D. Frisby (also Astronics director) |
Board Governance
- Committee assignments: Audit Committee Chair and Governance Committee member; Audit held 6 meetings, Governance held 3 in 2024 .
- Independence: Board determined she is independent under NYSE and company guidelines (as of Feb 19, 2025) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024, except one director (not West); Board held 5 regular and 2 special meetings .
- Expertise designation: Audit Committee lists five of six members, including Chair Fay West, as “audit committee financial expert” per SEC rules .
- Executive sessions: Non‑employee and independent directors hold regular executive sessions; Lead Director (Jeffry D. Frisby) presides over independent sessions .
- Audit oversight scope includes financial reporting, internal controls, compliance, related party transactions, risk management, and cybersecurity .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Non‑management director cash retainer (2024‑2025 Board year) |
| Audit Committee membership fee | $10,000 | Committee membership (Audit) |
| Governance Committee membership fee | $5,000 | Committee membership (Governance) |
| Audit Committee Chair retainer | $20,000 | Chair premium (Audit) |
| Total cash fees received (2024) | $115,000 | Fees earned or paid in cash |
| RSU grant (director equity) | $129,847 | Grant date fair value; RSUs issued June 2024, single‑installment vest in one year |
| Dividends on unvested awards | $612 | All other compensation (dividends) |
| Total reported compensation (2024) | $245,459 | Sum of cash, stock awards, other |
Performance Compensation
| Equity type | Grant date | Grant value (USD) | Vesting | Performance metrics |
|---|---|---|---|---|
| Time‑based RSUs | June 2024 | $129,847 | Single installment one year post‑grant | None disclosed for director equity; time‑based vesting only |
Other Directorships & Interlocks
| Company | Role | Overlap / Interlock | Notes |
|---|---|---|---|
| Astronics Corporation (ATRO) | Director | Shared with KWR director Jeffry D. Frisby | Information flow/interlock to monitor; no related‑party transactions disclosed involving West |
Expertise & Qualifications
- Senior leadership in public companies; deep accounting/finance, financial reporting, risk assessment, governance and M&A/divestitures .
- Designated audit committee financial expert; chairs audit, overseeing cybersecurity and compliance .
- Global organizations and manufacturing sector exposure relevant to KWR’s industrial fluids end‑markets .
Equity Ownership
| Holder | Shares beneficially owned | Approx. % of class | Votes |
|---|---|---|---|
| Fay West | 5,830 | <1% | 5,830 |
- Director Stock Ownership Plan: independent directors must own the “Threshold Amount” equal to 500% of annual retainer divided by average prior‑year share price; if below threshold, 75% of annual retainer paid in stock .
- Hedging/pledging: Company prohibits directors and executive officers from hedging and pledging transactions; options backdating/repricing not permitted .
Governance Assessment
- Strengths: Independent director with CFO credentials; Audit Committee Chair and SEC‑defined financial expert status; broad risk, compliance, and cybersecurity oversight; strong guardrails (clawback policy adopted Sept 21, 2023; anti‑hedging/pledging; robust director ownership plan) – all supportive of investor alignment .
- Alignment: Material personal shareholding (5,830 shares) and annual RSU grants support skin‑in‑the‑game; director compensation targeted at median of relevant comparison groups .
- Watch items: Board interlock with Astronics via West and Frisby may create perceptions of information channeling; continue monitoring for any supplier/customer ties or transaction overlaps (none disclosed involving West) .
- Engagement/attendance: Documented ≥75% meeting attendance; Board conducts regular executive sessions and maintains Lead Director; supports board effectiveness .