Barry Golsen
LSB INDUSTRIESAbout Barry Golsen
Barry H. Golsen, J.D., age 74, is an independent director of LSB Industries (LXU) and has served on the Board since 1981. He is President of GOL Capital LLC and previously served as LXU’s Vice-Chairman (1993–2015), President & CEO (Jan–Sep 2015), and President & COO (2004–2014), with a long operating history in LXU’s former Climate Control business. He holds a B.A. and J.D. from the University of Oklahoma, attended Cornell Engineering, and is an NACD Board Leadership Fellow, highlighting governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSB Industries, Inc. | Director | Since 1981 | Independent director; Audit and Nominating & Corporate Governance Committees |
| LSB Industries, Inc. | Vice-Chairman | 1993–2015 | Senior board leadership during strategic transitions |
| LSB Industries, Inc. | President & CEO | Jan–Sep 2015 | Interim executive leadership |
| LSB Industries, Inc. | President & COO | 2004–2014 | Led Climate Control business growth (acquisition of Climate Master; market share gains) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GOL Capital LLC | President | Not disclosed | Private investment/holding entity |
| Federal Reserve Bank of Kansas City (Oklahoma City Branch) | Director (Past) | Not disclosed | Regional financial oversight experience |
| Equity Bank for Savings N.A. | Director (Past) | Not disclosed | Banking board experience |
| NACD | Board Leadership Fellow | Current | Ongoing director education credential |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a committee chair .
- Independence: Board determined nine of ten directors are independent; all Board committees are fully independent; Golsen serves as a “Golsen designee” under the amended Board Representation & Standstill Agreement but meets NYSE independence standards per Board’s annual review .
- Attendance: Board met six times in 2024; all directors attended 100% of combined Board and committee meetings; annual meeting attendance expectation noted .
- Board leadership: Chairman/CEO combined; Lead Independent Director is Lynn F. White with defined responsibilities (executive sessions, CEO evaluation, agenda management) .
Fixed Compensation
| Component (Director Policy) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Increased from $70,000 in Q3 2024 |
| Audit Committee chair fee | $20,000 | Not applicable (Golsen is a member, not chair) |
| Audit Committee member fee | $10,000 | Applicable |
| Nominating Committee chair fee | $12,500 | Not applicable |
| Nominating Committee member fee | $5,000 | Applicable |
| Compensation Committee chair/member | $15,000 / $7,500 | Not applicable |
| Lead Independent Director fee | $45,000 | Not applicable |
| Equity (RSUs) annual grant | $105,000 (2024 target); $120,000 (2025 target) | RSUs vest in 1 year; target increased beginning post-2025 meeting |
- 2024 actual: Barry Golsen earned $195,000 in cash fees; he did not receive RSUs, with the Board exempting him to pay fees entirely in cash due to significant stock holdings .
Performance Compensation
- None disclosed for directors; LXU’s outside director compensation comprises cash retainers/fees and time-based RSUs (no performance metrics for directors). Golsen received no RSUs in 2024 .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond LXU .
- Designation/interlocks: Serves as a “Golsen designee” under the Amended Board Representation & Standstill Agreement; Golsen Holders collectively have rights to designate two directors (Golsen and Packebush). TLB-LSB, LLC separately has three designee rights (Bobb, Kitamura) .
Expertise & Qualifications
- Legal and operating expertise (former COO/CEO; J.D.); deep industry experience in climate/chemicals; NACD Board Leadership Fellow credential; prior financial institution board service (Fed Reserve Branch, Equity Bank) .
Equity Ownership
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Barry H. Golsen (beneficial) | 676,388 | <1% | Includes 3,568 direct; 376,640 in a trust where he is trustee; 296,180 in trusts for children/grandchildren where he is trustee |
| Director ownership guidelines | $310,000 minimum (2× retainer) | — | Golsen in compliance and exceeds minimum as of 12/31/2024 |
| Anti-hedging/pledging | Prohibited for directors/officers | — | Insider Trading and Pledging/Hedging Policies restrict derivatives/margin/pledging to maintain alignment |
Governance Assessment
- Strengths:
- Independence and committee service (Audit; Nominating), with 100% attendance in 2024 supporting engagement and board effectiveness .
- Meaningful beneficial ownership and compliance with director ownership guidelines, plus anti-hedging/pledging policies reinforce alignment .
- No related-party transactions requiring Audit Committee review in 2024; Board maintains a formal related-party review policy .
- Watch items / potential conflicts:
- Board Representation & Standstill Agreement confers designation rights to Golsen Holders; while independence affirmed, the family designation can influence board composition and is a governance sensitivity to monitor .
- 2024 director compensation paid entirely in cash (no RSUs) reduces incremental equity accrual versus peers, though offset by pre-existing sizeable holdings; continued disclosure on ownership guideline compliance mitigates alignment risk .
- Contextual signals:
- Shareholder support: 94% Say-on-Pay approval at 2024 annual meeting suggests favorable governance sentiment broadly, though this applies to executive pay .
- Lead Independent Director framework and fully independent committees are positive governance structures .
Related Party Transactions
- None requiring review by the Audit Committee or Board in 2024; formal related-party transaction policy exists with Executive Committee pre-review and Audit Committee approval standards .
Director Attendance and Engagement
| 2024 Board/Committee | Meetings | Attendance |
|---|---|---|
| Board | 6 | All directors 100% of combined Board and committee meetings |
| Audit Committee | 8 | Audit Committee oversight, financial expert identified (Chandler) |
| Nominating & Corporate Governance Committee | 3 | Oversight of ESG; board composition and evaluations |
| Compensation & Talent Management Committee | 5 | Oversees executive/director pay, succession, culture/talent |
Insider Trades and Section 16 Compliance
- Section 16(a): Company indicates timely filings for directors in 2024; late Form 4s were noted for certain executives only (not for Golsen) .
Compensation Policy Notes (Directors)
- 2024 equity grants targeted at $105,000 RSUs vesting in one year; policy amended in Aug 2024 to increase target to $120,000 starting after the 2025 meeting. Golsen received cash in lieu of RSUs due to significant share ownership; RSUs cannot be paid to corporate entities (affects Bobb/Kitamura) .
Change-in-Control and Clawback Framework (Company-level)
- Executive compensation has double-trigger change-in-control provisions and a recoupment policy updated for SEC/NYSE rules; directors have annual ownership guidelines and anti-hedging/pledging restrictions .
RED FLAGS
- Board Representation and Standstill Agreement designation rights for Golsen Holders raise potential perception of influence; ongoing independence reviews and lack of 2024 related-party transactions are mitigating but should be monitored .
- Cash-only director compensation (no RSUs) for Golsen in 2024 reduces incremental equity-based pay-for-performance, though his large beneficial ownership balances alignment concerns .
Overall, Golsen’s long tenure, committee service, full attendance, and beneficial ownership support board effectiveness and alignment; designation rights under the Board Representation agreement and cash-only director fees warrant continued monitoring for independence optics and evolving alignment with shareholders.
[Citations: 2025 DEF 14A Proxy Statement for LSB Industries, Inc.: Board structure, committees, compensation, ownership, policies, and governance disclosures]