Diana Peninger
About Diana M. Peninger
Independent director of LSB Industries (LXU) since 2020; age 60; serves on the Audit Committee and the Compensation & Talent Management Committee (not a chair). She is President & CEO of Reproductive Solutions (since 2021) and CEO/founder of Geneva Lake Partners LLC (since 2017). She holds a B.S. in Chemical Engineering from South Dakota School of Mines (2017 “Distinguished Alumni” honoree) and is an NACD Board Leadership Fellow and NACD North Texas Board member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reproductive Solutions (medical device) | President & CEO | 2021–present | CEO leadership |
| Geneva Lake Partners LLC | CEO/Founder | 2017–present | Strategy/advisory to industrial middle-market |
| Synata Bio | Interim CEO | 2018 | Clean fuels/chemicals tech co. |
| Celanese Corporation | VP (Acetyl Intermediates; EVA Performance Polymers); VP/GM Nutrinova; Director, Corporate Strategy & BD | 2007–2016 (roles within period) | Led BD to establish manufacturing in China & Middle East; integration of acquisitions |
| Chemtura Corp. | VP, Consumer Products; VP, PVC Additives | 2005–2007 | Business leadership |
External Roles
| Organization | Public/Private/Non-profit | Role | Tenure/Notes |
|---|---|---|---|
| Rogers Group, Inc. | Private | Director; Chair, Compensation; Member, Audit | Since Jul 2017 |
| Committee of 200 | Non-profit | Board Vice-Chair | 4 years (prior) |
| NACD North Texas | Non-profit | Board Member; NACD Board Leadership Fellow | Ongoing |
| South Dakota School of Mines | Academic | University Advisory Board Member | Ongoing |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation & Talent Management Committee (member). Audit Committee met 8 times in 2024; she is listed among the Audit Committee report signatories. Compensation Committee is fully independent .
- Independence and structure: 9 of 10 directors are independent; all Board committees are fully independent. Mr. Lynn White is Lead Independent Director with defined responsibilities .
- Attendance: In 2024, the Board held 6 meetings; all directors attended 100% of the combined Board and assigned committee meetings .
Fixed Compensation
| Year | Cash Fees (USD) | Equity Awards (USD) | Total (USD) |
|---|---|---|---|
| 2023 | $87,500 | $105,001 (RSUs) | $192,501 |
| 2024 | $88,750 | $105,003 (RSUs) | $193,753 |
Director Policy (current parameters)
- Annual cash retainer: $75,000 (increased from $70,000 starting Q3 2024) .
- Annual equity (RSUs): $120,000 target value beginning first grant after May 2025 (2024 grants at $105,000) .
- Committee fees (annual): Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $12,500 (raised from $10,000 in Q3 2024); Nominating member $5,000; Lead Independent Director fee $45,000 .
Performance Compensation
Director equity is time-based restricted stock units (no performance conditions).
| Element | Detail |
|---|---|
| 2024 RSU grant | Granted May 24, 2024; grant-date value $105,003; priced at $9.70 per RSU . |
| Vesting | Director RSUs vest and settle on the first anniversary of grant date . |
| Deferral | Directors can elect to defer RSU settlement and/or cash fees into DSUs under the Nonqualified Deferred Compensation Plan . |
| 2025 Plan context | Company’s 2025 LTIP allows multiple award types; caps outside director awards at $500,000/year (with one-time new director exception) . |
Other Directorships & Interlocks
| Company | Public Company? | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Rogers Group, Inc. | No (private) | Compensation Chair; Audit Member | None disclosed in proxy . |
| Compensation Committee interlocks | — | — | Company reports no compensation committee interlocks or insider participation during 2024 . |
Expertise & Qualifications
- 30 years in chemicals (operations, strategy, M&A integration; international assignments in Frankfurt) .
- CEO/operating experience across industrials and medical devices; governance roles spanning comp/audit committees .
- Education: B.S. Chemical Engineering (South Dakota School of Mines); NACD Board Leadership Fellow .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Common shares beneficially owned (as of Mar 24, 2025) | 48,053 shares; less than 1% of class . |
| Unvested director RSUs (as of Dec 31, 2024) | 22,389 unvested RSUs . |
| Director stock ownership guidelines | Minimum $310,000 (2x retainer); as of Dec 31, 2024, Peninger is in compliance . |
| Hedging/pledging | Company policy prohibits pledging and hedging by directors and officers . |
Governance Assessment
- Strengths: Independent, active on key committees (Audit and Compensation), 100% 2024 attendance, and compliance with director ownership guidelines; director equity paid as RSUs aligns incentives with shareholders .
- Shareholder alignment and oversight signals: 2025 say‑on‑pay approved; 2025 LTIP approved by shareholders; Audit Chair designated as “financial expert” (Chandler) and Audit Committee met 8 times in 2024; Peninger is a signatory to the Audit Committee Report. No related‑party transactions requiring review in 2024 .
- Compliance signals: Section 16(a) reporting—no late filings cited for Peninger in 2024; company cited late filings for certain executives only .
- RED FLAGS: None identified in filings—no related‑party transactions involving Peninger, no attendance shortfalls, and no disclosed hedging/pledging .
Say‑on‑Pay & Shareholder Feedback (context)
- 2025 annual meeting outcomes: election of directors, approval of 2025 LTIP, auditor ratification, and say‑on‑pay all passed (For/Against/Abstain counts reported) .
- Prior support: In 2023, approx. 97% approval on say‑on‑pay (context for governance posture) .