Michael Barry
QUAKER CHEMICALAbout Michael F. Barry
Michael F. Barry (age 66) serves as non‑executive Chairman of the Board at Quaker Houghton (KWR). He has been a director since 2008 and Chairman since 2009; the Board separated the CEO and Chair roles upon his retirement as CEO at the end of 2021 and appointed him non‑executive Chair in January 2022 . Barry previously served as Chief Executive Officer and President (2008–2021) and held various senior roles including Chief Financial Officer, bringing deep leadership, risk oversight, technology/science, and manufacturing expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quaker Houghton (Quaker Chemical) | Chief Executive Officer & President | 2008–2021 | Led global transformation; prior senior roles including CFO |
| Quaker Houghton | Non‑Executive Chairman of the Board | 2022–present | Board leadership; oversight of strategy and CEO selection |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arcadium Lithium plc (NYSE: ALTM; previously Livent) | Director | 2018–2025 | Ended service in 2025; no current public boards |
| Rogers Corporation (NYSE: ROG) | Director | 2010–2020 | Prior public board experience |
| Current public company boards | — | — | None |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Not independent (former executive) |
| Board leadership structure | Non‑executive Chair; Board also appoints an independent Lead Director (currently Jeffry D. Frisby) |
| Committees | Sustainability Committee (member); not a committee chair |
| Committee meeting counts (2024) | Sustainability: 4; Board: 5 regular + 2 special |
| Attendance | Met 75%+ attendance threshold for Board/committees; attended 2024 annual meeting (exception was Seshasayee) |
| Hedging policy | Directors prohibited from hedging or shorting company stock |
| Recoupment policy | Clawback adopted per SEC/NYSE for incentive compensation (executives) |
| Overboarding policy | Directors limited to four other public boards (three for sitting CEOs) |
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non‑management director retainer |
| Non‑executive Chair cash retainer | $100,000 | Paid monthly installments |
| Committee membership fee (Sustainability) | $5,000 | Annual fee per membership |
| Total cash earned (FY 2024–2025 board year) | $185,000 | Sum of retainer + chair + committee |
| Equity award (RSUs grant-date fair value) | $129,847 | Time‑based RSUs; single‑year vest |
| Dividends on unvested awards | $612 | Paid on time‑based restricted stock |
| Total reported director compensation | $315,459 | Cash + equity + other |
Performance Compensation (Director)
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director equity grant | Time‑based RSUs | None (no performance metrics for directors) | Single installment vesting one year from grant, subject to continued Board service |
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024; all members were independent, and no Quaker Houghton executive served on another company’s comp committee where interlocks would arise .
- Current public boards: None; prior boards at ALTM and ROG as noted above .
Expertise & Qualifications
- Senior leadership experience; risk assessment; technology/science; manufacturing; global operations; governance; strategic planning; corporate development—the Board skills matrix and biography highlight these competencies for Barry .
Equity Ownership
| Holder | Shares Beneficially Owned | Votes | Options Exercisable (within 60 days) | % of Class |
|---|---|---|---|---|
| Michael F. Barry | 96,073 | 75,949 | 20,124 | <1% |
- Director stock ownership guidelines: Independent directors must hold stock equal to 500% of annual retainer (shares calculated using prior year’s average closing price); if below threshold, 75% of cash retainer paid in stock. Policy applies broadly to independent directors; Barry is not independent .
Governance Assessment
- Independence and role: Barry is not independent due to his prior executive service, yet serves as non‑executive Chair. The Board mitigates potential influence through a separate, independent Lead Director, frequent executive sessions, and committee independence (Audit, Compensation, Governance, Sustainability committees) .
- Engagement: Met attendance requirements; present for the annual meeting, indicating active participation .
- Compensation alignment: Mix of cash and time‑based RSUs for directors, with reasonable chair premium. No performance metrics or options tied to director pay, reducing risk of misaligned incentives .
- Conflicts/related-party exposure: No related‑party transactions disclosed involving Barry. The proxy highlights related‑party considerations tied to legacy Houghton shareholders (e.g., Gulf/Hinduja), not Barry .
- Risk indicators: Company prohibits hedging/shorting by directors and maintains a clawback policy for executives; compensation risk assessment found programs not likely to encourage excessive risk .
- Shareholder signals: 2024 say‑on‑pay support ~97%, reflecting confidence in compensation governance; though focused on executive pay, it signals overall governance robustness .
RED FLAGS: Not independent while serving as Board Chair (inherent governance sensitivity). Mitigants include a strong Lead Independent Director role, fully independent key committees, formal overboarding limits, and explicit executive sessions .