Dustan McCoy
LOUISIANA-PACIFICAbout Dustan E. McCoy
Dustan E. McCoy, age 75, is LP’s Lead Independent Director and has served on the Board since 2002. He is the retired Chairman and Chief Executive Officer of Brunswick Corporation, with earlier roles as its President, Boat Group; and previously EVP and General Counsel at Witco. He holds a B.A. in Political Science from Eastern Kentucky University and a J.D. from the Salmon P. Chase College of Law at Northern Kentucky University . The Board granted a waiver of its age-75 retirement policy for McCoy in 2025 in light of his continued significant contributions and his Lead Independent Director role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brunswick Corporation (NYSE: BC) | Chairman & CEO; Director | Dec 2005–Feb 2016 | Led multi-division manufacturer; prior roles as President, Brunswick Boat Group (Oct 2000–Dec 2005); VP, General Counsel & Corporate Secretary (1999–Oct 2000) |
| Witco Corporation (NYSE: WIT, pre-1999 merger) | Executive Vice President; previously SVP, General Counsel & Corporate Secretary | Pre-1999 | Senior legal and corporate governance leadership at a chemicals company |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Freeport-McMoRan Inc. (NYSE: FCX) | Lead Independent Director | Current role noted by LP; leadership on another large-cap board |
| YETI Holdings, Inc. (NYSE: YETI) | Director | Current directorship |
Board Governance
- Independence and leadership: McCoy is independent under NYSE standards and serves as LP’s Lead Independent Director, elected annually by independent directors .
- Committee assignments: Compensation Committee; Governance & Corporate Responsibility Committee; Executive Committee (Executive Committee chaired by CEO) .
- Lead Independent Director responsibilities (abbrev.): Leads executive sessions each quarterly Board meeting; collaborates on agendas; serves as exclusive conduit of independent director views to Chair/CEO; coordinates CEO performance evaluation with the Compensation Committee .
- Attendance and engagement: The Board held 4 meetings in 2024; each then‑current director attended at least 75% of Board and applicable committee meetings; executive sessions scheduled each quarterly meeting (Audit 6; Compensation 4; Governance 4; Executive 0) .
- Board independence: 10 of 11 directors are independent; all standing committees are fully independent (except Executive Committee) .
- Governance infrastructure: Annual board/committee self‑evaluations led by the Lead Independent Director; stock ownership guidelines for directors; anti‑hedging and anti‑pledging policy for directors .
Fixed Compensation
| Component | Amount / Detail |
|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 effective May 10, 2024; previously $90,000 |
| Lead Independent Director (additional cash retainer) | $30,000 effective May 10, 2024; previously $25,000 |
| 2024 cash actually paid to McCoy | $122,500 (per director compensation table) |
| Committee chair fees (if applicable) | $20,000 (Audit/Comp Chair), $15,000 (Governance Chair) — McCoy is not shown as a chair |
| Meeting fees | Not disclosed; not part of policy summary |
Performance Compensation
| Equity Element | Plan Terms | 2024 Grant Detail |
|---|---|---|
| Annual RSU grant | RSUs granted annually to non‑employee directors; generally vest on the earliest of 1 year after grant, death, disability, retirement, or change of control | $140,000 grant date fair value per director effective May 10, 2024 (prior $135,000); at 12/31/24 each outside director held RSUs for 1,561 shares (incl. 12 dividend equivalents) scheduled to vest May 17, 2025 |
| Deferral features | Directors may defer cash retainers into DSUs or a cash account (cash credited with interest at the 30‑yr Treasury rate); RSU settlements may also be deferred into DSUs; DSUs receive dividend‑equivalent DSUs | |
| 2024 equity actually reported for McCoy | $140,000 stock awards (fair value) |
No stock options are described for non‑employee directors in 2024; the program is cash + time‑vested RSUs with deferral options .
Other Directorships & Interlocks
| Company | Role | Potential Conflicts / Transactions |
|---|---|---|
| Freeport‑McMoRan Inc. (FCX) | Lead Independent Director | LP reports no related person transactions in 2024 affecting independence or requiring disclosure . |
| YETI Holdings (YETI) | Director | LP reports no related person transactions in 2024 affecting independence or requiring disclosure . |
- Overboarding control: LP policy limits outside board seats; McCoy’s two outside public boards appear within LP’s limits (no more than four other public companies; stricter limits for executive roles) .
Expertise & Qualifications
- Core skills highlighted by LP: Public company board experience; C‑suite leadership; manufacturing/distribution; global operations; sales/marketing; risk management; strategic planning; corporate governance and legal; environmental/sustainability .
- Legal/governance background from prior GC roles and CEO experience at Brunswick underpin his Lead Independent Director responsibilities .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (common stock) | 67,529 shares (less than 1%) as of March 10, 2025 |
| RSUs outstanding (director program) | 1,561 shares per outside director at 12/31/2024; vest May 17, 2025 (includes 12 dividend equivalents) |
| Ownership guidelines | Directors must hold shares equal to 5x the annual cash retainer within five years; as of 12/31/2024, all directors met guidelines |
| Hedging / Pledging | Prohibited for directors under LP’s Insider Trading Policy |
Governance Assessment
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Strengths and signals of confidence
- Long‑tenured, independent Lead Director with deep legal/governance and operating experience; explicit, robust LID responsibilities that bolster oversight of a combined Chair/CEO structure .
- Strong investor alignment indicators: director stock ownership guidelines met by all; anti‑hedging/anti‑pledging policies; say‑on‑pay received over 95% support in 2024, reflecting broad investor confidence in pay governance .
- No related‑party transactions disclosed in 2024 affecting independence; annual self‑evaluations led by the Lead Independent Director further support board effectiveness .
-
Watch items / potential red flags
- Board waived the age‑75 retirement policy for McCoy in 2025 due to his ongoing contributions and LID role—appropriate given responsibilities, but it heightens the need for continued succession planning and board refreshment cadence .
- Multiple public board commitments (LP, FCX as LID, YETI as director) are within LP’s limits, yet should continue to be monitored against evolving investor “overboarding” expectations .
-
Compensation mix and independence
- 2024 mix for McCoy: $122,500 cash; $140,000 equity (time‑vested RSUs), with no options—an alignment‑oriented structure that emphasizes equity while avoiding option‑related risk taking .
- Director compensation reviewed with input from independent consultant FW Cook (via Governance Committee), supporting independence in director pay setting .
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Committee effectiveness and risk oversight
- McCoy’s presence on Compensation and Governance committees places him at the nexus of CEO evaluation, pay policy oversight (including clawbacks) and governance standards—key levers for investor confidence; all standing committees are fully independent .
- Audit Committee oversees enterprise/cyber risk; Governance Committee oversees sustainability, ethics, and compliance; Compensation Committee assesses comp‑related risk—comprehensive coverage across committees .
Bottom line: McCoy’s long tenure and LID role provide stability and strong independent counterbalance to a combined Chair/CEO structure. With no related‑party concerns, robust anti‑hedging/pledging, and high say‑on‑pay support, the governance posture is shareholder‑friendly. The age‑policy waiver elevates the importance of continued refreshment and succession planning to sustain board effectiveness .