Ozey Horton
LOUISIANA-PACIFICAbout Ozey K. Horton, Jr.
Independent director of LP since 2016; age 74; Director Emeritus of McKinsey & Company after nearly 30 years with the firm, retiring in 2011. Education: B.S. in Civil and Environmental Engineering (Duke University) and MBA (Harvard Business School). Current LP board term expires at the 2027 annual meeting; independence affirmed under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| McKinsey & Company | Director Emeritus; previously senior leader across Pulp, Paper & Packaging; Industrial; Change Management; Global Operations in Energy & Materials; Basic Materials | Retired 2011; nearly 30 years with firm | Faculty for McKinsey leadership development; extensive global operations and M&A integration experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Worthington Enterprises, Inc. (NYSE: WOR) | Director | Current | Public company directorship; committee roles not disclosed in LP proxy |
| McKinsey & Company | Faculty (leadership development program) | Current | Non-board role |
| Independent business advisor | Advisor | Current | Non-board role |
Board Governance
- Committee memberships: Audit Committee; Governance & Corporate Responsibility Committee; not a committee chair .
- Independence: Board determined all continuing directors except the CEO are independent under NYSE standards; Horton qualifies .
- Attendance and engagement: Board held four meetings in 2024; each then-current director attended at least 75% of Board and applicable committee meetings; executive sessions scheduled each quarterly Board meeting .
- Committee activity: 2024 meetings—Audit (6), Compensation (4), Governance (4), Executive (0) .
- Stock ownership guidelines: Outside directors must hold shares equal in value to 5x the regular annual cash retainer within 5 years; all directors met guidelines as of Dec 31, 2024 .
- Anti-hedging/anti-pledging: Directors prohibited from hedging and pledging LP stock (short sales, options, swaps, collars, etc.) .
- Retirement policy: Mandatory retirement at 75 unless waived by the Board .
Fixed Compensation
| Item | 2024 Amount | Structure / Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Reflects increase mid-2024 to $100k; prior $90k before May 10, 2024 . |
| Committee chair fees | $0 | Not a chair; Audit/Compensation chairs: $20,000; Governance chair: $15,000 . |
| Lead Independent Director fee | $0 | LID retainer $30,000; Horton not LID . |
| Total cash | $95,000 | Fees earned or paid in cash . |
| Equity (RSUs grant-date FV) | $140,000 | Annual RSUs for non-employee directors (FV); generally vest in full on earliest of one year from grant, death/disability/retirement, or change of control . |
| Total director compensation | $235,000 | Sum of cash and stock awards . |
Performance Compensation
| Component | 2024 | Notes |
|---|---|---|
| Performance-linked equity or cash | None | LP does not use performance-based awards for outside directors; director equity is time-vested RSUs and optional deferrals to DSUs . |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock / Related-party notes |
|---|---|---|---|
| Worthington Enterprises, Inc. (NYSE: WOR) | Director | Not disclosed in LP proxy | LP reported no related person transactions requiring disclosure for 2024; no director independence impairments identified . |
Expertise & Qualifications
- Public company board experience; financial literacy/accounting; global operations; risk management; strategic planning .
- Deep sector-relevant exposure (pulp, paper & packaging; industrial) and change management/M&A integration experience .
Equity Ownership
| Measure | Value | Details |
|---|---|---|
| Beneficial ownership (shares) | 27,101 | Includes DSUs deliverable upon qualifying event; percent of common stock: less than 1% . |
| DSUs held (included above) | 9,235 | DSUs counted toward beneficial ownership; distributable per plan terms . |
| Unvested RSUs outstanding | 1,561 | At Dec 31, 2024, each outside director held RSUs representing right to receive 1,561 shares (incl. 12 dividend equivalents); scheduled to vest May 17, 2025 . |
| Ownership guideline compliance | Met | All directors met 5x cash retainer ownership guideline as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited | Insider Trading Policy disallows hedging and pledging by directors . |
Governance Assessment
- Strengths: Independent director with audit and governance committee service, strong industry-relevant operations and strategic background, and alignment via equity/ownership guidelines; prohibited hedging/pledging reduces misalignment risk .
- Engagement: Board and committee cadence (Audit 6; Governance 4) and ≥75% attendance benchmark indicate baseline engagement; executive sessions each quarter support independent oversight .
- Pay design: Director pay mix (cash + time-vested RSUs; optional DSU deferrals) aligns with long-term shareholder interests; no performance-linked director awards avoids target gaming but places emphasis on service-based alignment .
- Conflicts: LP’s Related Party Transactions Policy and 2024 disclosure indicate no related person transactions affecting independence; oversight resides with the Audit Committee .
- Watch items: Age 74 approaches LP’s retirement threshold (75 unless waived), implying potential near-term board turnover; continuity planning advisable across Audit/Governance committees .