Steven Packebush
LSB INDUSTRIESAbout Steven L. Packebush
Independent director at LSB Industries (LXU) since 2020; age 60; serves on the Audit and Nominating & Corporate Governance Committees. Founder/Partner at Elevar Partners; formerly President of Koch Ag & Energy Solutions with 30+ years at Koch Industries leading major global fertilizer, energy, and methanol businesses. Bachelor’s in Agricultural Economics, Kansas State University. The Board classifies him as independent; he is a Golsen designee under the Amended Board Representation & Standstill Agreement. Attendance in 2024 was 100% of board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koch Ag & Energy Solutions (Koch Industries) | President | Through Mar 2018 | Scaled fertilizer platform; executed $1.3B Enid, OK expansion; led acquisitions/integration of five NA nitrogen plants and equity interests in Trinidad; built global trading/distribution |
| Koch Methanol; Koch Energy Services; Koch Agronomic Services | Oversight as segment leader | Pre-2018 | Launched/expanded methanol, natural gas marketing, and enhanced-efficiency fertilizers businesses |
| Koch International; Koch Agriculture; Koch Minerals | Commercial and business development roles | Earlier career | International origination/investments; commercial leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| PHX Minerals, Inc. | Director | Current | Also note LXU’s CEO Mark T. Behrman is Non-Executive Chairman at PHX (board interlock) |
| Kansas State Univ. Dean’s Agriculture Advisory Board | Member | Current | Agriculture advisory |
| Wichita Metropolitan YMCA & YMCA360 | Director | Current | Community/Non-profit |
| Prior boards | Monolith Materials; EuroChem Group AG; Caribbean Nitrogen; Nitrogen 2000; KOCHPAC; The Fertilizer Institute | Prior | Various governance/industry roles |
Board Governance
- Committee assignments: Audit Member; Nominating & Corporate Governance Member; no chair roles (Audit Chair: John D. Chandler; Comp Chair: Lynn F. White; Nominating Chair: Lynn F. White).
- Independence: Board determined 9 of 10 directors independent; Packebush is independent.
- Attendance: Board held 6 meetings in 2024; all directors attended 100% of combined board and committee meetings.
- Designation/Agreements: Packebush is a Golsen designee under the Amended Board Representation & Standstill Agreement (Golsen Holders may designate two directors).
Fixed Compensation (Director)
| Element | Amount/Terms | 2024 Actual for Packebush |
|---|---|---|
| Annual cash retainer | $70,000 1H24; increased to $75,000 starting Q3 2024 | Included in cash below |
| Committee fees | Audit member $10,000; Nominating member $5,000 | Included in cash below |
| Equity (annual) | RSUs; $105,000 target in 2024 (vest on 1st anniversary); grant on May 24, 2024 at $9.70/RSU | Stock Awards (grant-date fair value): $105,003 |
| 2024 cash paid | Fees earned/paid in cash | $86,250 |
| 2024 total | Cash + equity | $191,253 |
Notes:
- As of 12/31/2024, Packebush held 10,825 unvested RSUs (from the May 24, 2024 annual grant). RSUs vest on the first anniversary of grant.
- Director equity program increased to $120,000 annual RSU value beginning with the grant following the May 2025 Annual Meeting.
- Outside director LTIP cap: ≤$500,000 in a calendar year (one-time new director award up to an additional $500,000).
Performance Compensation
- Director equity is time-based RSUs; LXU’s LTIPs allow performance awards generally, but board equity for outside directors is structured as annual time-based RSUs; no director-specific performance metrics apply to Packebush’s awards.
Other Directorships & Interlocks
- Current: PHX Minerals, Inc. (Director). LXU CEO Mark Behrman is Non-Executive Chairman at PHX, creating an interlock for information flow; no related-party transactions disclosed.
- Prior: Monolith Materials; EuroChem Group AG; Caribbean Nitrogen; Nitrogen 2000; KOCHPAC; The Fertilizer Institute.
Expertise & Qualifications
- Core expertise: Global fertilizer manufacturing and distribution, energy markets/trading, methanol, enhanced-efficiency fertilizers; enterprise compliance/ethics.
- Governance: Audit and Nominating committee service; industry executive leadership credentials.
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial ownership (common shares) | 43,875 shares (as of Mar 24, 2025) | |
| Company shares outstanding (record date) | 71,876,502 (as of Mar 24, 2025) | |
| Ownership as % of outstanding | ~0.06% (43,875 / 71,876,502) | |
| Unvested director RSUs | 10,825 (as of Dec 31, 2024) | |
| Director stock ownership guideline | $310,000 (2x non-employee director retainer); 5-year compliance window | |
| Compliance status | In compliance; exceeds minimum as of Dec 31, 2024 | |
| Hedging/pledging | Prohibited by Insider Trading and Pledging/Hedging Policy (applies to directors/officers) |
Form 16 compliance: No late filings indicated for directors in 2024; the proxy notes late Forms for specified executives only (Packebush not listed).
Governance Assessment
Strengths
- Independence and oversight: Independent director with relevant industry operating experience; active service on Audit and Nominating committees; Audit Committee met 8 times in 2024; Nominating met 3 times. 100% attendance strengthens board effectiveness.
- Alignment: Holds common stock and annual RSUs; director ownership guidelines in place and met; anti-hedging/pledging policy; recoupment policy updated for SEC/NYSE compliance.
- Shareholder sentiment: 2024 say‑on‑pay passed strongly (For 49,660,335; Against 3,109,586; Abstain 52,945), indicating broad support for pay practices overseen by the board.
Watch items / potential red flags
- Designee status: As a Golsen designee under the Standstill Agreement, independence perceptions could be scrutinized if Golsen-related matters arise; however, the board affirms his independence and disclosed no related-party transactions in 2024.
- Interlock: Shared board linkage with PHX Minerals via LXU’s CEO (PHX Chair) and Packebush (PHX director) warrants monitoring for potential information flow or alignment issues; no transactions disclosed.
Overall: Packebush brings deep fertilizer and energy market operating expertise, consistent attendance, and independent committee service. Equity-based director pay, compliance with ownership guidelines, and anti-hedging/recoupment policies support alignment. The Golsen designee status and PHX interlock merit routine monitoring, but no related-party or filing compliance issues were identified in 2024.