Mark Douglas
QUAKER CHEMICALAbout Mark A. Douglas
Independent director of Quaker Houghton (KWR) since 2013; age 62. He chairs the Governance Committee and serves on the Sustainability Committee, and was affirmed independent by the Board on February 19, 2025 . Former President & CEO of FMC Corporation (June 2020–September 2024) with prior senior operating roles across FMC, Dow, and Rohm & Haas; currently a trustee of the Pennsylvania Academy of Fine Arts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FMC Corporation | President & CEO | Jun 2020 – Sep 2024 | Led global agricultural sciences; public-company CEO experience |
| FMC Corporation | President & COO | Jun 2018 – May 2020 | Enterprise operations leadership |
| FMC Agricultural Solutions | President | Oct 2012 – May 2018 | P&L leadership of core segment |
| FMC Industrial Chemicals Group | President | Jan 2011 – Sep 2012 | Industrial chemicals portfolio leadership |
| FMC (Global Ops & Int’l Dev.) | VP | 2010 | Global operations scaling |
| Dow Chemical (Dow Advanced Materials) | VP; President–Asia | Apr – Dec 2009 | Asia leadership for specialty materials |
| Rohm and Haas | Corporate VP; President–Asia | Mar 2007 – Apr 2009 | Asia regional P&L |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FMC Corporation (NYSE: FMC) | Director | Jun 2020 – Sep 2024 | Previous public company board; none current |
| Pennsylvania Academy of Fine Arts | Trustee | Ongoing | Non-profit trustee |
Board Governance
- Committee assignments: Governance (Chair) and Sustainability member .
- Independence: Board determined Douglas and all non-employee directors (except former executives) are independent under NYSE and Company guidelines (2/19/2025) .
- Attendance: In 2024, the Board held 5 regular and 2 special meetings; all directors met the 75% attendance threshold except Mr. Seshasayee (temporary illness). Committees met Audit (6), Compensation (5), Governance (3), Sustainability (4). Independent directors hold executive sessions at least annually .
| Governance Attribute | Detail |
|---|---|
| Lead Director | Jeffry D. Frisby (appointed May 10, 2023) |
| Committee Risk Oversight | Governance oversees Board composition, director compensation, and related-party policies; Sustainability oversees EHS/climate integration |
| Hedging/Pledging | Directors, officers, employees prohibited from hedging; Company also does not permit pledging by directors/officers |
Fixed Compensation (Director Pay)
| Component (2024–2025 Board Year) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | Standard for non-management directors |
| Committee Membership – Governance | $5,000 | Annual fee |
| Committee Membership – Sustainability | $5,000 | Annual fee |
| Committee Chair – Governance | $12,500 | Chair retainer |
| Total Cash Fees Paid (FY2024) | $102,500 | Matches disclosed fees earned |
Performance Compensation (Director Equity)
| Award Type | Grant Value (USD) | Grant Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| Time-based RSUs | $129,847 | Issued June 2024 | Single installment one year from issuance, contingent on Board service | None; director grants are time-based (no TSR/ROIC) |
Dividend equivalents on unvested time-based director awards were $612 for most directors in 2024; RSU transition led to no dividends for mid-year appointees. Douglas’s “All Other Compensation” was $612 .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| FMC Corporation | Former CEO and director | None current; ended Sep 2024 |
| Quaker Houghton | One-year Consultant Agreement (effective Jan 6, 2025) | $100,000 fee; provides strategic advice to CEO; reviewed under related-party policy |
Expertise & Qualifications
- Senior leadership of global chemical businesses; governance; technology/science .
- Board matrix highlights governance, technology/science, senior leadership competencies .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Mark A. Douglas | 3,571 | <1% | Sole voting/dispositive power |
- Director Stock Ownership Plan: Each independent director must beneficially own shares equal to 500% of the annual retainer divided by the prior-year average closing price; if below threshold, 75% of cash retainer is paid in shares. Election up to 100% stock allowed when at/above threshold .
- Pledging/Hedging: Company prohibits hedging by directors; also does not permit pledging by directors/officers .
Governance Assessment
- Committee leadership and independence: Douglas chairs Governance and serves on Sustainability; independence affirmed (2/19/2025), supporting board effectiveness and oversight of related-party policies .
- Compensation alignment: Balanced director pay mix (~$102.5k cash; ~$129.8k equity) that emphasizes equity and board service continuity; no performance-based equity for directors, reducing short-term risk incentives .
- Engagement and attendance: Board and committees met regularly in 2024 with broad compliance to attendance expectations; executive/independent sessions in place .
- Potential conflicts/RED FLAGS:
- Consultant Agreement while serving as independent director: $100,000 fee for strategic advice to the CEO (effective Jan 6, 2025). Although disclosed under related-party framework, the dual role may raise perceived independence risks; best practice is formal recusal from Governance Committee decisions involving his engagement and continued monitoring under the related-party policy .
- Major shareholder pledging elsewhere (Gulf Hungary/QH Hungary) does not involve Douglas; company-level prohibition on director pledging mitigates alignment concerns for directors .
- Investor confidence signals: Strong say‑on‑pay approval (~97% in 2024) indicates positive shareholder sentiment on pay practices; robust clawback and hedging/pledging prohibitions strengthen governance posture .