Lynn White
LSB INDUSTRIESAbout Lynn F. White
Lynn F. White, age 72, has served on LSB Industries’ Board since 2015 and is currently Lead Independent Director. He is Managing Director of Twemlow Group LLC with deep fertilizer and industrial chemicals experience (CF Industries, Deere & Co., IMC Global/Mosaic, FMC) and holds a B.A. (Highest Honors) from Cal Poly and an MBA from Wharton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twemlow Group LLC | Managing Director | 2013–present; prior 2008–2009 | Strategic counsel to ag-related businesses |
| Anuvia Plant Nutrients, Inc. | Interim President & CEO; Director | Interim CEO Jan–Jun 2023; Director since Feb 2021; prior Director Jan 2016–Nov 2019 | Leadership in ag tech and nutrient solutions |
| CF Industries Holdings, Inc. (NYSE: CF) | VP, Corporate Development | 2009–2013 | Led Terra Industries $4.6B integration; M&A, new products, strategy |
| GrowHow UK Limited | Non-Exec Chairman/Vice-Chairman | While at CF | Oversight at leading UK nitrogen producer |
| KEYTRADE AG | Director | While at CF | Board role at Swiss fertilizer trading firm |
| John Deere Agri Services (Deere & Co., NYSE: DE) | President | Prior to CF | Built global tech-based services unit |
| Deere & Co. | VP, Global AgServices | Prior to CF | New services for agriculture/food |
| IMC Global (now Mosaic) | SVP, Corporate Development | Prior | Strategy and corporate development |
| FMC Corporation (NYSE: FMC) | Various executive roles | Prior | GM Food Ingredients; Director, Flame Retardants & Fluids; EMEA AgChem Area Director |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Anuvia Plant Nutrients, Inc. | Director | Since Feb 2021 |
| Cal Poly CAFES Dean’s Advisory Council | Vice Chair | Through 2023 |
| International Food & Agribusiness Management Association | Former Director & President | Prior |
Board Governance
- Independence: LXU reports 9 of 10 directors are independent; all Board committees are fully independent. White serves as an independent director .
- Lead Independent Director: White has served as Lead Independent Director since 2024 with responsibilities to preside over executive sessions, liaise with the Chair, lead CEO evaluation and Board self-assessment, and engage with major stockholders upon request .
- Committee leadership: Chair, Compensation & Talent Management Committee; Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Attendance: Board held six meetings in 2024; all directors attended 100% of Board and committee meetings on which they served .
- Compensation Committee process: Utilizes independent consultant (Compensation Strategies) and oversees pay philosophy, CD&A inclusion, succession planning; no compensation committee interlocks or insider participation noted for 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (earned/paid) | $117,228 | Includes annual retainer and role-based committee/lead fees per policy; amounts are paid quarterly and may reflect pro-rating for role changes |
| RSU grant (aggregate grant date fair value) | $105,003 | Annual director RSU grant on May 24, 2024; grant-date price $9.70 per unit; vests on first anniversary |
| Total 2024 director compensation | $222,231 | Sum of cash + equity |
Director Compensation Policy (schedule of fees):
- Annual cash retainer: $70,000 in H1 2024; increased to $75,000 from Q3 2024 .
- Equity compensation: RSUs target $105,000 in 2024; increased to $120,000 beginning with grant after May 2025 Annual Meeting .
- Role fees: Lead Independent Director $45,000; 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 H1); Nominating member $5,000 .
Performance Compensation
- Outside director award cap under 2025 LTIP: ≤$500,000 per calendar year; one-time additional ≤$500,000 for newly appointed/elected outside directors .
- RSU vesting: Director RSUs are time-based, vesting one year post-grant; dividend equivalents governed by plan terms .
Compensation Committee’s 2024 NEO performance metrics overseen by Chair White:
| Metric | Weight | 2024 Achievement Basis | 2024 Payout Component |
|---|---|---|---|
| Environmental, Health & Safety (TRIR, Tier I PSI, reportable events) | 25% | 17.0% achievement → 4.2% weighted payout | 4.2% weighted payout |
| Adjusted EBITDA | 50% | 97.0% achievement → 48.4% weighted payout | 48.4% weighted payout |
| Ammonia (NH3) production | 25% | Below threshold → 0% payout | 0% weighted payout |
Pay-for-performance guardrails:
- No repricing of stock options/SARs without shareholder approval; compensation recoupment policy updated in 2023 per SEC/NYSE rules; anti-hedging/pledging policy for directors and officers .
- Performance equity for executives tied to TSR (absolute for 2022 awards; relative for 2023–2024 awards) .
Other Directorships & Interlocks
| Individual | External Board/Role | Interlock/Conflict Notes |
|---|---|---|
| Lynn F. White | Anuvia Plant Nutrients, Director; GrowHow UK, Non-Exec Chair/Vice-Chair; KEYTRADE AG, Director | No related-party transactions disclosed for 2024; all Board committees independent; no compensation committee interlocks in 2024 . |
Expertise & Qualifications
- Deep fertilizer/chemicals operator and strategist (CF Industries Terra integration; FMC/IMC/Mosaic; Deere tech services leadership) .
- Education: B.A. in History (Highest Honors), Cal Poly; MBA in Finance & Multinational Enterprise, Wharton .
- Governance roles: Chair of two core committees; Lead Independent Director; Audit Committee member .
Equity Ownership
| Item | Value | As-of Date |
|---|---|---|
| Shares beneficially owned | 216,487 | March 24, 2025 |
| Percent of class | <1% | March 24, 2025 |
| Unvested RSUs | 22,389 | December 31, 2024 |
| Director stock ownership guideline | $310,000 minimum (2x retainer) | Adopted April 26, 2017 |
| Guideline compliance (White) | In compliance; exceeds minimum | December 31, 2024 |
| Pledging/Hedging | Prohibited for directors/officers | Policy in effect |
Additional LTIP context: As of April 7, 2025, there were no outstanding options/appreciation awards; 1,291,417 unvested RSUs and 683,437 unvested PSUs outstanding company-wide; 298,681 shares remained available under the 2016 LTIP (superseded by 2025 LTIP upon approval) .
Governance Assessment
- Strengths: Independent director; Lead Independent Director role; 100% attendance; chairs Compensation and Nominating committees; clear pay-for-performance oversight with EH&S and EBITDA metrics; stock ownership guideline compliance; anti-hedging/pledging and recoupment policies in place .
- Alignment: 2024 director pay mix balanced cash ($117,228) and equity ($105,003), with continuing RSU holdings (22,389 unvested) to align interests .
- RED FLAGS: None disclosed—no related-party transactions in 2024; no committee interlocks; outside director award cap reduces pay inflation risk .
- Shareholder oversight: Annual say-on-pay; 2025 LTIP includes explicit anti-repricing clauses and award limits; Board diversity and ESG oversight described .
Insider reporting:
- Section 16(a): Company disclosed certain executive late filings in 2024; no delinquent filings cited for Lynn White .