William Osborne
QUAKER CHEMICALAbout William H. Osborne
Independent director of Quaker Houghton (KWR) since 2016; age 65. He chairs the Compensation & Human Resources Committee and serves on the Audit Committee. Background spans senior operating, quality, and manufacturing leadership roles across aerospace and transportation; the Board classifies him as independent under NYSE and company standards. Attendance met the 75% threshold in 2024 (exception noted only for another director), and he was renominated for a term ending 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boeing Defense, Space & Security (BDS) | SVP, Operations & Total Quality; led Manufacturing Council; BDS EHS oversight; member, Boeing Executive Council | 2020–2022 | Led enterprise manufacturing council; oversight of BDS EHS programs |
| The Boeing Company | SVP, Enterprise Operations | 2018–2020 | Enterprise operations leadership |
| Navistar International | SVP, Global Manufacturing & Quality; previously SVP, Custom Products | 2013–2018; 2011–2013 | Global manufacturing, quality, custom products leadership |
| Federal Signal Corporation | President & CEO | 2008–2010 | CEO of public industrial firm |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Armstrong World Industries (NYSE: AWI) | Director | Current | Public company directorship |
| Invitae (NYSE: NVTA) | Director | Jan 2023 – Aug 2024 | Prior public company board |
Board Governance
- Committee assignments: Chair, Compensation & Human Resources Committee; Member, Audit Committee. 2024 committee meetings held: Audit 6; Compensation 5. Board held 5 regular and 2 special meetings; all directors met ≥75% attendance except one (Mr. Seshasayee).
- Independence: Affirmed by the Board (independent under NYSE and company guidelines).
- Election/tenure: Director since 2016; current nominee (Class III) for term ending 2028.
- Compensation committee interlocks: None; committee members (including Osborne) were independent; no insider participation or interlocks reported.
- Executive sessions: Non-management and independent directors meet in executive session regularly.
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Non-management director cash retainer (2024–2025 board year) |
| Committee membership fees | $15,000 | Audit $10,000; Compensation $5,000 |
| Committee chair fee | $15,000 | Compensation & HR Committee Chair retainer |
| Total cash fees (reported) | $110,000 | Fees earned/paid in cash (Osborne) |
| Other cash (dividends on prior share awards) | $612 | Dividends on unvested time-based awards (legacy format) |
| Total reported cash & other | $110,612 | Sum of reported cash plus “All Other Compensation” |
Notes:
- Committee and chair fee schedules per company policy; Osborne’s $110,000 reported cash aligns with $80k base + $10k Audit + $5k Comp + $15k Chair.
Performance Compensation (Director)
| Component | Amount/Terms | Vesting/Performance |
|---|---|---|
| Annual director RSU grant (policy) | $130,000 time-based RSUs (2024–2025 board year) | Vests in a single installment one year from issuance, subject to continued Board service |
| Osborne 2024 stock awards (reported value) | $129,847 grant-date fair value | Time-based; no performance metrics disclosed for director equity |
Additional program design:
- Mix for directors is cash plus time-based RSUs targeted at median of comparison groups. No option awards disclosed for directors in 2024–2025 program.
- Hedging is prohibited for directors under company policy.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Armstrong World Industries (AWI) |
| Prior public boards (5 years) | Invitae (NVTA), Jan 2023–Aug 2024 |
| Interlocks/related parties | No compensation committee interlocks or insider participation; no Osborne-related related-party transactions disclosed. |
Expertise & Qualifications
- Senior leadership in operations, quality, manufacturing, and global organizations; extensive accounting/finance and financial reporting experience; deep transportation industry background.
- Skills matrix shows Osborne with senior leadership, finance/financial reporting, organizational development/global, governance, strategy/M&A, technology/science, and manufacturing competencies.
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares) | 5,560 shares |
| Ownership % of shares outstanding | Less than 1% (company table asterisk) |
| Shares pledged | Not disclosed for Osborne in proxy |
| Director ownership policy | Independent directors must maintain ownership equal to 500% of annual cash retainer divided by prior-year average share price; if below, 75% of cash retainer paid in stock until threshold met. Compliance status by individual not disclosed. |
Governance Assessment
- Strengths for board effectiveness:
- Independent status; long-tenured director with deep operating and quality expertise aligned to KWR’s industrial footprint.
- Chair of Compensation & HR Committee; committee independence affirmed; independent compensation consultant engaged; conflicts assessed with no issues.
- Attendance at/above required threshold; active committee service on Audit and Comp in a year with 6 Audit and 5 Comp meetings.
- Alignment and incentives:
- Balanced cash/equity director pay; annual $130k time-based RSUs promote ownership; director stock ownership plan enforces significant holdings over time.
- Company bars hedging; executive clawback policy exists (executives), further signaling pay discipline culture.
- Potential conflicts/risks:
- No Osborne-related related-party transactions disclosed; no compensation committee interlocks; overboarding policy in place and Osborne’s current external load appears within limits for non-CEO directors.
- Large shareholder (Gulf Hungary/QH Hungary) pledges noted at shareholder level; not attributable to Osborne. Monitoring concentrated ownership remains a governance consideration overall.
Overall, Osborne brings relevant operating rigor and compensation oversight experience as Comp Chair with independence, attendance, and ownership alignment mechanisms in place; no red flags surfaced in related-party activity, interlocks, or attendance.