Riccardo Bertocco
LSB INDUSTRIESAbout Riccardo Bertocco
Riccardo Bertocco, age 57, was appointed as an independent director of LSB Industries (LXU) effective April 9, 2025 and stood for election at the May 15, 2025 annual meeting; he holds a B.S. in Business Administration from Bocconi University and an MBA from Wharton . He is a former Managing Director & Partner at Boston Consulting Group (2018–2023) where he led Power & Utilities on energy transition, and previously served at Bain & Company (1998–2018) with oil & gas clients across Europe and the Americas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group | Managing Director & Partner; Sector Lead, Power & Utilities | 2018–2023 | Led Energy Transition, Low Carbon Fuels & Renewables; operational excellence and growth advisory |
| Bain & Company | Director; Vice President (1999–2001) | 1998–2018 | Oil & gas advisory across Europe & the Americas; transformations and optimization |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best in Class initiative (Dallas) | Board member | Recent service | Community/education-focused governance (as noted by LXU press release) |
Board Governance
- Independence and appointment: Appointed as an independent Class 2025 director; no arrangements or Item 404(a) related-party transactions; initially not appointed to any Board committee; Board size increased to 10 at appointment then reduced to 9 after the annual meeting .
- Election outcome (2025 Annual Meeting): Strong shareholder support.
| Director Nominee | For | Against | Abstain |
|---|---|---|---|
| Riccardo Bertocco | 50,038,860.93 | 1,867,624 | 16,395 |
- Other matters (2025 Annual Meeting): Stockholders approved the 2025 Long-Term Incentive Plan and the say-on-pay advisory vote (For 50,880,212.93; Against 919,893; Abstain 122,774) .
Fixed Compensation
LSB’s Non-Employee Director Compensation and Stock Ownership Policy sets the following cash components and fees.
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Increased from $70,000 beginning Q3 2024 |
| Audit Committee Chair | $20,000 | Additional annual cash fee |
| Audit Committee Member (excl. Chair) | $10,000 | Additional annual cash fee |
| Compensation Committee Chair | $15,000 | Additional annual cash fee |
| Compensation Committee Member (excl. Chair) | $7,500 | Additional annual cash fee |
| Nominating Committee Chair | $12,500 | Increased from $10,000 beginning Q3 2024 |
| Nominating Committee Member (excl. Chair) | $5,000 | Additional annual cash fee |
| Lead Independent Director | $45,000 | Additional annual cash fee |
Cash fees are earned quarterly in arrears and pro-rated for partial service periods; RSUs are granted on the first business day after the annual meeting with shares determined by dividing target value by closing price on grant date .
Performance Compensation
| RSU Grant Detail | 2024 Policy | 2025 Policy | Vesting/Calculation |
|---|---|---|---|
| Annual RSU target value | $105,000 | $120,000 | RSUs vest and settle on first anniversary of grant; number of RSUs = target value ÷ closing price on grant date |
| Initial appointment treatment | Standard non-employee director compensation per 2024 proxy | Applies going forward | Compensation per Director Policy; RSU grants occur after annual meeting; Board may pay cash in lieu for certain directors |
Notes:
- RSU grants are time-based; no performance metrics are used for director equity awards under the Director Policy .
- LXU maintains a Nonqualified Deferred Compensation Plan for Non-Employee Directors allowing deferral of RSUs and/or cash fees into DSUs, including annual conversion of deferred cash to DSUs on December 15 at market price .
Other Directorships & Interlocks
| Category | Entity | Role | Status |
|---|---|---|---|
| Public company boards | — | — | Not disclosed in LXU filings |
| Non-profit/academic | Best in Class initiative (Dallas) | Board member | Disclosed in press release |
Expertise & Qualifications
- Energy transition and low carbon fuels; led sector practice at BCG; experience in large-scale transformation, growth strategy, operational optimization, organizational redesign, and digital transformation .
- Education: B.S. in Business Administration (Bocconi); MBA in Corporate Finance and Entrepreneurial Management (Wharton) .
Equity Ownership
| Filing | Date of Event | Non-Derivative Securities Beneficially Owned | Ownership Form |
|---|---|---|---|
| Form 3 (Initial Statement) | 04/09/2025 | 0 | Direct (D) |
- Stock ownership guidelines: The Board adopted director stock ownership guidelines in April 2017 requiring each non-employee director to own shares worth at least $250,000 (2× the then-retainer) within five years of adoption or election; subsequent Director Policy emphasizes ongoing annual RSU grants and optional deferrals into DSUs .
Governance Assessment
- Positives: Independent appointment with no Item 404(a) related-party transactions; strong shareholder support at first election; relevant domain expertise in energy transition and operational excellence, aligned with LXU’s strategic evaluation of low-carbon opportunities .
- Alignment: Director pay mix combines cash retainer and annual time-based RSUs ($120k target from 2025), with optional DSU deferrals that promote long-term alignment .
- Watch items: Form 3 shows no initial share ownership, which is typical for a new appointee; monitor future RSU accumulation and compliance with ownership guidelines; committee assignments were not made at appointment—track committee placement for board effectiveness .
- Signals from shareholders: 2025 say-on-pay passed with wide margin, reducing near-term governance risk perception; monitor future proxy disclosures for director attendance and any changes to compensation or ownership policies .
No red flags identified regarding hedging/pledging, related-party transactions, legal proceedings, or compensation anomalies for Mr. Bertocco based on available LXU filings .