Jonathan Bobb
LSB INDUSTRIESAbout Jonathan S. Bobb
Jonathan S. Bobb, age 49, is an independent director of LSB Industries (LXU) serving since 2015. He is a Senior Director on the investment team at Eldridge Capital Management; previously he held similar roles at Guggenheim Partners, investment banking positions at Goldman Sachs (2007–2013), J.P. Morgan, and Deutsche Bank, and financial planning roles at Gap Inc. He holds a B.A. in Economics from Stanford University and an MBA from the University of Michigan. He is a TLB‑LSB, LLC designee under the company’s Amended Board Representation and Standstill Agreement and currently serves on the Audit and Compensation & Talent Management Committees; he was nominated for a new term expiring at the 2028 annual meeting. All directors, including Mr. Bobb, attended 100% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eldridge Capital Management | Senior Director, Investment Team | Current | TLB‑LSB, LLC designee to LXU Board |
| Guggenheim Partners | Investment role (similar capacity) | N/A | Capital markets and investing experience |
| Goldman Sachs & Co. | Investment Banking Division | 2007–2013 | Transaction execution, advisory |
| J.P. Morgan | Investment banking positions | N/A | Corporate finance experience |
| Deutsche Bank | Investment banking positions | N/A | Corporate finance experience |
| Gap Inc. | Financial planning roles | N/A | Operating finance exposure |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Eldridge Capital Management | Senior Director | Related entity TLB‑LSB, LLC holds ~21.3% of LXU and has board designee rights; Bobb is one of the designees |
Board Governance
| Attribute | Detail |
|---|---|
| Board tenure | Director since 2015; standing for re‑election in 2025 to term expiring 2028 |
| Independence | Board deems 9 of 10 directors independent (CEO the only non‑independent); all committees fully independent |
| Committee assignments | Audit Committee (member); Compensation & Talent Management Committee (member) |
| Chair roles | None |
| Designee status | TLB‑LSB, LLC designee under Amended Board Representation and Standstill Agreement |
| Attendance (2024) | 100% of combined Board and committee meetings |
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $197,500 | Paid to Eldridge Business Services LLC; includes an additional $105,000 cash in lieu of RSU grant under the director equity program |
| Stock awards | $0 | Cash paid in lieu of RSU award due to entity payee; policy allowed cash substitution |
| Director policy (structure) | — | Annual cash fee $70,000 (raised to $75,000 starting Q3 2024); Audit member $10,000; Compensation member $7,500; annual director RSU grant target $105,000 in 2024, increasing to $120,000 beginning 2025; Lead Independent Director fee $45,000 |
Performance Compensation
| Component | Structure | Metrics/Vesting |
|---|---|---|
| Annual director equity grant | RSUs for non‑employee directors (except certain exceptions) | Vests on first anniversary of grant; in 2024 target $105,000 grant date value; increased to $120,000 for grants after 2025 annual meeting; Bobb received $105,000 cash in lieu in 2024 |
| Caps on director awards | Limitation on outside director awards | Not to exceed $500,000 in any calendar year (with an additional one‑time $500,000 allowance for new directors) |
Note: Directors are not paid performance‑based cash incentives; equity is time‑based (no performance metrics disclosed for director equity).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Mr. Bobb |
| Interlocks | None disclosed; Compensation Committee interlocks/insider participation: none |
| Shareholder designee/interests | TLB‑LSB, LLC holds ~21.3% of LXU; Bobb is a TLB‑LSB designee, indicating potential alignment with a significant shareholder |
Expertise & Qualifications
- Capital markets and M&A expertise from Goldman Sachs (2007–2013), J.P. Morgan, and Deutsche Bank; operating finance exposure at Gap Inc.
- Investment and portfolio oversight experience at Eldridge and prior Guggenheim roles; brings leadership and financial acumen to Audit and Compensation committees
- Education: B.A. in Economics (Stanford); MBA (University of Michigan)
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 12,611 shares; less than 1% of shares outstanding |
| Director stock ownership guidelines | Guidelines require most non‑employee directors to hold stock valued at ≥$310,000 (2x retainer) by the later of April 26, 2022 or 5‑year anniversary; Mr. Bobb is exempt from the director ownership guideline along with Ms. Kitamura |
| Anti‑hedging/pledging policy | Directors and officers are prohibited from hedging or pledging company securities; pre‑clearance required for insider trades |
| Section 16 compliance (2024) | Company disclosed certain late Forms 4 for several officers; no late filing noted for Mr. Bobb |
Governance Assessment
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Strengths
- Fully independent committee service (Audit; Compensation) on a Board where 9/10 directors are independent; committees meet NYSE/SEC independence standards .
- 100% attendance in 2024 indicates strong engagement .
- Robust governance infrastructure: updated recoupment (clawback) policy compliant with SEC/NYSE; anti‑hedging/pledging policy; annual say‑on‑pay with strong 94% support in 2024 .
- No related‑party transactions requiring review in 2024; Compensation Committee reported no interlocks or insider participation .
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Watch items / RED FLAGS
- Significant‑holder designee: Bobb is a TLB‑LSB, LLC designee; TLB‑LSB controls ~21.3% of LXU. While the Board deems him independent under NYSE standards, investors should recognize potential alignment with a major shareholder’s interests .
- Ownership alignment: Bobb is exempt from director stock ownership guidelines and holds 12,611 shares personally; his director equity was replaced with cash ($105,000) in 2024 due to payments being made to Eldridge, reducing direct equity‑based alignment versus peers who receive RSUs .
- Concentration risk: Ongoing Board Representation and Standstill Agreement grants designee rights (up to three) to TLB‑LSB, LLC, warranting continued monitoring of board independence dynamics over time .
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Overall implication: Bobb brings deep finance and capital markets expertise and strong engagement, but investor‑alignment relies more on policy and oversight (clawback, anti‑hedging) than on personal equity exposure given his ownership guideline exemption and cash‑in‑lieu treatment. The shareholder‑designee status is a notable governance consideration that may influence perspectives on board independence and potential conflicts.