Lucrèce Foufopoulos-De Ridder
QUAKER CHEMICALAbout Lucrèce Foufopoulos-De Ridder
Independent director of Quaker Houghton (KWR), age 57, appointed July 31, 2024; serves on the Compensation and Human Resources Committee and the Sustainability Committee. Background includes ~30 years in specialty chemicals and materials with senior roles at Borealis (EVP Polyolefins BU, Circular Economy Solutions & I&T; CTO, 2019–2023) and Eastman Chemical (CCO 2014–2015; VP/GM Rubber Additives 2015–2018). Current public boards: Amcor plc and Tronox Holdings plc; supervisory board roles at Sika AG and Royal Vopak. Term as Class II director expires in 2027; affirmed independent by the Board (Feb 19, 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Borealis Group | EVP Polyolefins BU, Circular Economy Solutions & I&T; Chief Technology Officer | Jan 2019 – Dec 2023 | Led polyolefins portfolio and innovation; sustainability and circular economy leadership |
| Eastman Chemical Company | Chief Commercial Officer | Sep 2014 – Oct 2015 | Commercial leadership across portfolio |
| Eastman Chemical Company | VP & GM, Rubber Additives | Nov 2015 – Dec 2018 | Business unit P&L leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Amcor plc (NYSE: AMCR; ASX: AMC) | Director | Current |
| Tronox Holdings plc (NYSE: TROX) | Director | Current |
| Sika AG (SIX: SIKA) | Supervisory Board Member | Current |
| Royal Vopak (Euronext: VPK) | Supervisory Board Member | Current |
Board Governance
- Independence: Board determined she is independent under NYSE and company guidelines; independence affirmed Feb 19, 2025.
- Committee assignments: Compensation and Human Resources; Sustainability (appointed July 31, 2024). Not a chair.
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings, except Mr. Seshasayee; implies compliance with attendance expectations.
- Overboarding policy: Non-CEO directors generally limited to 4 other public boards in addition to KWR; directors must notify Governance Chair before accepting new boards. Foufopoulos-De Ridder holds four current public boards (Amcor, Tronox, Sika, Vopak), at the policy’s limit.
- Governance practices: Prohibition on director/officer hedging and pledging; active clawback policy compliant with SEC/NYSE; robust committee risk oversight.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (FY2024–2025 board year) | $80,000 | Applies to non-management directors; prorated for mid-year appointments |
| Committee membership fees | $5,000 per committee | Compensation & HR; Sustainability each $5,000 |
| Committee chair retainers | N/A for Foufopoulos-De Ridder | Audit $20,000; Comp & HR $15,000; Governance $12,500; Sustainability $12,500 |
| Equity retainer (RSUs) | $130,000 | Issued June 2024; vests in single installment one year after grant; prorated for July 31, 2024 appointees |
2024 reported director compensation (as disclosed):
| Name | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Lucrèce Foufopoulos-De Ridder | $75,000 | $108,216 | $0 | $183,216 |
Footnotes:
- Prorated portion of the cash retainer was paid in shares (277 shares valued at $49,922 at $180.225/share on July 31, 2024), under the 2023 Director Stock Ownership Plan mechanism.
- RSU grants for the equity retainer in 2024 replaced prior common-stock grants; therefore, no dividends were paid on unvested director RSUs in 2024.
Performance Compensation
Directors receive time-based RSUs; no director-specific performance awards. Company pay-for-performance framework for executives (context for board oversight of incentives):
| 2024 AIP Metric | Weight | Threshold | Target | Max | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $320m | $340m | $375m | $310.9m | 0% |
| New Business Wins (% of sales) | 25% | 2% | 3% | 4% | 6.8% | 200% |
| ESG: Safety (OII/TRIR) | 15% | 0.37 | 0.35 | 0.33 | 0.3345 | 178% |
| Individual Performance Modifier | — | — | — | — | Applied per rating | cap 200% |
- Aggregate AIP payouts around 77% of target across regions; CEOs at 68%/77% before/after transition.
- 2024 LTIP for executives: 60% PSUs (RTSR vs S&P 1500 Chemicals; 3-year avg ROIC) and 40% RSUs; PSU payouts capped at 200%.
Say-on-pay support (2024): ~97% approval, signaling strong investor alignment with compensation practices.
Other Directorships & Interlocks
| External Entity | Relationship to KWR | Potential Interlock/Conflict |
|---|---|---|
| Amcor plc (packaging) | No related-party transactions disclosed | Board service only; any KWR–Amcor transactions >$50k would require Governance Committee review per policy |
| Tronox Holdings plc (TiO2) | No related-party transactions disclosed | Board service only; policy governs review |
| Sika AG (construction chemicals) | No related-party transactions disclosed | Supervisory Board role; policy governs review |
| Royal Vopak (terminals/storage) | No related-party transactions disclosed | Supervisory Board role; policy governs review |
- Related-party policy requires Governance Committee review of transactions ≥$50,000; 2024 disclosures highlight legacy Houghton escrow and Hinduja family ownership matters, and a consulting agreement for Mark Douglas; no items involving Foufopoulos-De Ridder.
Expertise & Qualifications
- Strategic planning/M&A, technology and science, industrial marketing, ESG; ~30 years specialty chemicals leadership across Tyco (Raychem), Dow/Rohm & Haas, Eastman, Borealis.
- Board skills matrix: Senior leadership, accounting/finance/financial reporting, risk assessment, governance, strategy/acquisitions, technology/science, environmental matters.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Lucrèce Foufopoulos-De Ridder | 277 | <1% | Beneficial ownership as of Mar 4, 2025 |
- Director Stock Ownership Plan: Threshold equals 500% of annual retainer divided by prior-year average closing price; if below threshold, 75% of annual cash retainer paid in stock, remainder in cash (director may elect higher stock %).
- Hedging/pledging by directors prohibited.
Governance Assessment
- Strengths: Independent status; relevant industry and ESG expertise; active roles on Compensation and Sustainability Committees; strong company clawback and anti-hedging policies; robust say-on-pay support.
- Attendance/Engagement: Met or exceeded 75% attendance in 2024; committee participation in two key oversight areas.
- Compensation alignment: Director pay mix uses cash + time-based RSUs; equity aligns interests; no director performance-linked equity.
- Potential red flags:
- Overboarding at policy limit (four other public boards in addition to KWR) increases workload risk; monitored by Governance Committee (notify before accepting new boards).
- External board roles at industry-adjacent companies (Amcor, Tronox, Sika, Vopak) warrant continued related-party screening; no transactions disclosed involving her in 2024.
- Overall: No disclosed conflicts or related-party dealings; independence and committee roles support board effectiveness; monitoring of bandwidth advisable given multiple external mandates.