John Chandler
About John D. Chandler
John D. Chandler, age 55, joined LSB Industries’ Board in November 2024 and is an independent director whose current term expires at the 2027 annual meeting. He is Chair of the Audit Committee and has been designated an “audit committee financial expert.” Chandler is the former CFO of The Williams Companies (2017–2022) and previously served as CFO of the Magellan Midstream general partners (2003–2014). He holds B.S. and B.A. degrees in accounting and finance from the University of Tulsa and is a CPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Williams Companies (NYSE: WMB) | Senior Vice President & CFO | 2017–2022 | Large-cap energy CFO; financial reporting, capital markets |
| Magellan Midstream Partners GP entities | SVP & CFO (GP of MMP, and previously MMH GP) | 2003–2014 (CFO of GP roles), 2009–2014 specified | Led finance for midstream GP entities; strategy and planning |
| Williams (subsidiary) | Director FP&A; Director Strategic Development | 1999–2002 | Corporate finance and strategy roles |
| MAPCO Inc. | Accounting & Finance roles | 1992–1999 | Early career finance foundation |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Matrix Service Company (NASDAQ: MTRX) | Independent Director; Chairman | 2017–present | Current board and chair role |
| Williams Partners (NYSE: WPZ) | Director | 2013–2017 | Prior public board |
| Green Plains Partners (NASDAQ: GPP) | Director | 2013–2017 | Prior public board |
| Cone Midstream Partners (NYSE: CNNX) | Director | 2013–2017 | Prior public board |
| USA Compression Partners (NYSE: USAC) | Director | 2013–2017 | Prior public board |
Board Governance
- Committee assignments: Audit Committee Chair; not listed on Nominating & Corporate Governance or Compensation & Talent Management .
- Independence: Board determined 9 of 10 directors are independent; all standing committees are fully independent. Chandler is an independent director .
- Attendance: Board held 6 meetings in 2024; all directors attended 100% of the combined total of Board and committee meetings on which they served; all then‑serving directors attended the 2024 annual meeting .
- Audit Committee effectiveness: Audit Committee met 8 times in 2024; Chandler qualifies as an audit committee financial expert; the committee recommended inclusion of audited financials in the 2024 Form 10‑K and reappointed EY for 2025 .
- Indemnification: Upon appointment, Chandler entered the company’s standard indemnification agreement .
Fixed Compensation
| Year/Policy | Element | Amount | Notes |
|---|---|---|---|
| 2024 (actual) | Cash fees | $12,704 | Pro-rated from Nov. 7, 2024 appointment; no equity in 2024 table . |
| 2025 Director Policy | Annual cash retainer | $75,000 | Increased from $70,000 effective Q3 2024; paid quarterly in arrears . |
| 2025 Director Policy | Audit Committee Chair fee | $20,000 | Additional to retainer . |
| 2025 Director Policy | Audit Committee member fee (non-chair) | $10,000 | Not applicable if chair . |
| 2025 Director Policy | Lead Independent Director fee | $45,000 | Role-based; not Chandler’s current role . |
Performance Compensation
| Equity Vehicle | Target Value | Grant Timing | Vesting / Settlement | Performance Linkage |
|---|---|---|---|---|
| Restricted Stock Units (directors) | $120,000 | First business day after 2025 annual meeting | Vests and settles on first anniversary of grant | Time-based; no performance metric for directors . |
| RSUs (2024 policy for reference) | $105,000 | May 24, 2024 (annual) | One-year vest/settle | Time-based; Chandler did not receive 2024 grant per compensation table . |
Note: The company uses Adjusted EBITDA, TSR, and EHS metrics for executive pay; these are not used for non-employee director equity, which is time‑based .
Other Directorships & Interlocks
| Counterparty | Relationship to LXU | Potential Interlock/Conflict View |
|---|---|---|
| Matrix Service Company (MTRX) | Unrelated industrial services firm | Time commitment manageable (single current public board); no LXU related-party dealings disclosed . |
| Prior midstream boards (WPZ, GPP, CNNX, USAC) | Historical | No current interlocks; no related party transactions identified by the Board in independence review . |
Expertise & Qualifications
- Financial expertise: Former CFO of large energy companies; designated “audit committee financial expert” under NYSE/SEC rules .
- Industry background: >30 years in energy/midstream finance, planning, and business development .
- Credentials: B.S. and B.A. in accounting and finance; Certified Public Accountant .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 24, 2025) | % of Class | Notes |
|---|---|---|---|
| John D. Chandler | — | * (<1%) | No shares reported as beneficially owned; table excludes unvested RSUs . |
- Director stock ownership guidelines: Non‑employee directors must own ≥$310,000 in LXU stock (2x retainer) within 5 years; Chandler has until November 2029 to comply .
Governance Assessment
-
Strengths
- Financial oversight: Immediate elevation to Audit Chair and designation as financial expert signal board confidence in his technical competence; Audit Committee met 8x in 2024 and completed core oversight responsibilities (10‑K inclusion, auditor reappointment) .
- Independence: Board and committees are majority independent; no related‑party transactions identified that would impair independence .
- Engagement: 100% attendance across Board/committee meetings for 2024 for all directors; attended annual meeting .
-
Alignment and incentives
- 2025 policy emphasizes balanced mix of cash ($75k retainer + $20k Audit Chair) and equity ($120k RSUs), which should improve alignment through time‑based equity accumulation .
-
Shareholder signaling
- Say-on-pay passed at the 2025 annual meeting; votes: For 50,880,212.93; Against 919,893; Abstain 122,774; broker non‑votes 13,110,260.07 (approx. 98.0% of votes cast “For”) .
-
RED FLAGS / Watch items
- Near-term ownership: Chandler reported no beneficial ownership as of March 24, 2025; while compliant with policy timing (deadline Nov 2029), this is a short‑term alignment watch item until equity is accumulated through RSUs/open‑market purchases .
- Role transition risk: New to LXU’s board (since Nov 2024) yet serving as Audit Chair; mitigated by extensive CFO background and financial expert designation .
Appendix: Key Appointments and Disclosures
- Appointment to LXU Board and Audit Committee effective Nov 7, 2024; compensation per Non‑Employee Director Compensation and Stock Ownership Policy; executed standard Indemnification Agreement .
- 2025 committee roster lists Chandler as Audit Committee Chair; not on Nominating & Corporate Governance or Compensation committees .
- Press release confirms appointment and external board roles at Matrix Service; summarizes 30+ years in energy finance .