Kanna Kitamura
LSB INDUSTRIESAbout Kanna Kitamura
Kanna Kitamura, age 52, has served as an independent director of LSB Industries since December 2018; her current term runs through 2027. She is Partner and Chief Talent Officer at Eldridge Industries, and previously served as VP and Head of Legal Operations at Guggenheim Investments; she holds a B.S. from Georgetown University and a J.D. from Brooklyn Law School, and is a TLB‑LSB, LLC board designee under the Amended Board Representation and Standstill Agreement .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eldridge Industries | Partner and Chief Talent Officer | Not disclosed | Current role; basis for TLB‑LSB designee status |
| Guggenheim Investments | Vice President and Head of Legal Operations | Not disclosed | Member, Women’s Innovation and Inclusion Network; Secretary, Pro Bono Committee; Veterans TAP mentor |
| Management consulting firm | VP, Business Development; Director of Operations | Not disclosed | Prior operating and BD experience |
| United Nations Development Programme | Division of Public Affairs | Not disclosed | Early-career public affairs experience |
External Roles
| Organization | Role | Type | Committees/Impact |
|---|---|---|---|
| Eldridge Industries | Partner and Chief Talent Officer | Private investment holding company | Talent leadership; sponsor relationship as TLB‑LSB, LLC designee |
| TLB‑LSB, LLC | Board designee to LXU | Shareholder designee arrangement | Entity entitled to designate up to three LXU nominees; Kitamura is one of current designees |
Board Governance
- Committees: Nominating & Corporate Governance (member) and Compensation & Talent Management (member); not a committee chair .
- Independence: The Board determined all members of the Audit, Nominating, and Compensation committees are independent under SEC and NYSE standards; overall board independence is 90% (9 of 10 directors) .
- Committee activity: Nominating Committee met 3 times in 2024; Compensation Committee met 5 times; Audit Committee met 8 times .
- Governance structures: Lead Independent Director role exists (fee structure disclosed); board charters and Corporate Governance Guidelines available on the company website .
- Board representation agreement: TLB‑LSB, LLC may designate up to three nominees (at least one independent); current designees include Jonathan S. Bobb and Kanna Kitamura .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $192,500 | Paid to Eldridge Business Services LLC; includes $105,000 cash in lieu of RSUs per Compensation Committee determination |
| Stock Awards | $0 | 2016 LTIP does not allow payment in shares to corporate entities; cash substituted instead |
| Total | $192,500 | Aggregate 2024 director compensation (non‑employee) |
Director compensation policy (as of 2024–2025):
- Annual cash retainer increased from $70,000 to $75,000 beginning with Q3 2024 payments .
- Annual equity grant target increased from $105,000 (May 2024 grant) to $120,000 beginning with the grant scheduled on the first business day following the May 2025 Annual Meeting; RSUs vest on the first anniversary of grant .
- Committee fees (annual): Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair increased from $10,000 to $12,500 starting Q3 2024; Nominating member $5,000; Lead Independent Director $45,000 .
Performance Compensation
Director equity program parameters (policy-level):
| Item | 2024 | 2025 Policy | Vesting |
|---|---|---|---|
| Annual RSU target value | $105,000 | $120,000 | RSUs vest and settle on 1st anniversary of grant date |
| Cash in lieu of RSUs (Kitamura) | Yes, $105,000 | Not disclosed | Applied because shares cannot be paid to corporate entities under 2016 LTIP |
Executive compensation performance metrics overseen by the Compensation Committee (context for director’s oversight of pay-for-performance):
| Metric | Design | Program Alignment |
|---|---|---|
| Adjusted EBITDA | Annual (short-term incentive) | Primary profitability metric for annual bonus |
| Total Shareholder Return (TSR) | Absolute (2022 grants) and relative (2023–2024 grants); 3‑year performance | Long‑term performance‑based equity awards |
| Environmental, Health & Safety (EHS) | Internal safety and environmental incidents metric | Component of the short‑term incentive plan |
Other Directorships & Interlocks
| Company | Role | Type | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed in proxy biography |
| TLB‑LSB, LLC → LXU | Board designee | Shareholder representation | Formal designation rights; potential alignment with sponsor priorities |
Expertise & Qualifications
- Legal and financial industry leadership; prior head of legal operations at a major investment firm; current senior talent executive at Eldridge Industries .
- Education: B.S. (Georgetown University) and J.D. (Brooklyn Law School) .
- Board qualifications emphasized by LXU: financial industry leadership and legal experience; selected as a TLB‑LSB designee .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Shares beneficially owned | — | March 24, 2025 |
| Percent of class | * (less than 1%) | March 24, 2025 |
| Director stock ownership guidelines | Exempt for Bobb and Kitamura; others must own ≥$310,000 (2× retainer) within 5 years | Policy adopted April 26, 2017; compliance noted for other directors as of Dec 31, 2024 |
| Hedging/Pledging of company stock | Prohibited for directors and officers by policy | Insider Trading Policy; Pledging/Hedging ban; Recoupment Policy updated 2023 |
Note: The proxy’s security ownership table shows “—” for Ms. Kitamura’s beneficial ownership and identifies her as exempt from director stock ownership guidelines; combined with cash in lieu of equity, this indicates limited personal “skin‑in‑the‑game” alignment .
Governance Assessment
- Strengths: Independent director with legal and human capital expertise; active on Nominating and Compensation committees; committees fully independent; robust governance practices include anti‑hedging/pledging, recoupment policy, published charters and guidelines, and diverse board composition .
- Potential concerns and RED FLAGS: No reported personal share ownership as of March 24, 2025; exempt from director stock ownership guidelines; received cash in lieu of director equity due to fees paid to Eldridge Business Services LLC, reducing equity alignment; TLB‑LSB designee status may create perceived sponsor influence/interlock, though the company states committee members had no Item 404 related‑party relationships in 2024 .
- Committee engagement: Nominating (3 meetings in 2024) and Compensation (5 meetings), supporting active oversight of board composition, ESG, human capital, and pay programs; Audit held 8 meetings; individual attendance rates not disclosed .