Bridget Karlin
LyondellBasell IndustriesAbout Bridget Karlin
Bridget Karlin (age 68) is an independent, non-executive director of LyondellBasell (LYB), elected May 24, 2024; she brings >30 years of enterprise technology leadership in AI, cloud, cybersecurity, and digital transformation, including senior roles at Kaiser Permanente, IBM, and Intel . The Board determined all non‑executive directors, including Ms. Karlin, are independent under NYSE standards (Feb 2025) . She serves on LYB’s Audit, Nominating & Governance, and Finance Committees in 2025; in 2024 she served on Audit and Nominating & Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaiser Permanente | SVP, Information Technology | 2021–2024 | Led hybrid, multi‑cloud enterprise IT leveraging AI, automation, security; strengthened resiliency and compliance . |
| IBM Global Technology Services | Global Chief Technology Officer & Vice President | 2017–2021 | Oversaw strategy and services for a multibillion‑dollar IT services business . |
| Intel Corporation | GM, Internet of Things; GM, Hybrid Cloud | Not disclosed | Drove advanced technology and enterprise-wide digital transformation initiatives . |
| Union Bank | Executive roles | Not disclosed | Senior leadership experience in financial services technology . |
| Redleaf Venture Capital | Managing Director | Not disclosed | Venture investing and portfolio leadership . |
| Thinque Systems | President & Co‑founder | Not disclosed | Built and scaled mobile software deployed in 43 countries . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Dana Incorporated (public) | Director | 2019 | Current public company directorship . |
| Consumer Technology Association (non‑profit) | Executive Board | Not disclosed | Industry association leadership . |
Board Governance
- Current (as of Mar 1, 2025): Audit; Nominating & Governance; Finance; Independent director .
- 2024 memberships: Audit; Nominating & Governance; (Finance committee membership began in 2025) .
- Audit Committee Financial Expert designation (SEC definition) .
- Attendance/engagement indicators: 2024 Board average attendance 96%; each current director attended >80% of Board/committee meetings; her committees recorded 2024 attendance of 100% (Audit), 100% (Nominating & Governance) and 100% (Finance overall; she joined Finance in 2025) .
- Cybersecurity oversight is an Audit Committee remit; Board received detailed cyber updates and training in 2024—her IT/cyber expertise is directly relevant .
- Executive sessions held at every regularly scheduled Board and committee meeting, supporting independent oversight .
Fixed Compensation
| Component | LYB Director Compensation Policy | Notes |
|---|---|---|
| Annual Board retainer (member) | $115,000 cash; $170,000 RSUs | No policy increases to member retainers since 2014; RSUs vest 1 year; dividend equivalents in cash . |
| Committee retainers (member) | Audit $15,000; C&TD $10,000; N&G $10,000; HSE&S $10,000; Finance $10,000 | Committee Chair retainers higher (e.g., Audit/C&TD $27,500) . |
| Travel/Other | $5,000 cash per intercontinental trip; tax prep/advice benefits | Provided due to LYB’s UK/NL tax domicile . |
| Bridget Karlin – 2024 Actuals | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $84,918 |
| Stock awards (primarily RSUs) | $166,927 (1,694 RSUs) |
| All other compensation | $15,000 (travel/tax services categories) |
| Total | $266,845 |
Performance Compensation
Non‑employee directors do not receive performance-based annual or long‑term incentives; equity is delivered as time‑based RSUs that vest after one year and accrue cash dividend equivalents (no stock options in 2024 for directors) .
| Award | Grant detail | Vesting | Notes |
|---|---|---|---|
| 2024 RSUs | 1,694 units | 1 year from grant | RSUs accrue cash dividend equivalents; only stock awards outstanding for non‑exec directors at FY‑end 2024 . |
Other Directorships & Interlocks
- Current public board: Dana Incorporated (since 2019) .
- Related‑party/ordinary‑course dealings: The Board noted certain directors (including Ms. Karlin) had roles at companies with which LYB had commercial transactions in 2024; all were arm’s‑length, ordinary course, below materiality thresholds; no impact on independence determinations .
Expertise & Qualifications
- Technology and cyber: Information Systems & Security; Technology & Innovation; Risk Management .
- Governance/finance: Corporate Governance; Corporate Finance; Public Company Director; Audit Committee Financial Expert .
- Education/recognition: University of California; Harvard Business School Executive Leadership Program; multiple industry awards (e.g., 2023 Digital Innovator, 2021 Technology Hall of Fame) .
Equity Ownership
| Holder | Common Shares | RSUs vesting within 60 days | Notes |
|---|---|---|---|
| Bridget Karlin | 0 | 1,694 | Shown as of April 1, 2025 in beneficial ownership table . |
- Director stock ownership guideline: Must hold shares valued at ≥6x annual cash retainer ($690,000 for directors; Chair $1,950,000); directors are prohibited from selling shares until this threshold is met; hedging and pledging of LYB shares is prohibited .
- As of the proxy record date, Ms. Karlin held RSUs and no common shares; compliance status versus the $690,000 threshold is not specifically disclosed at the director level .
Governance Assessment
- Strengths for board effectiveness: Independent director with deep enterprise IT, AI, cloud, and cybersecurity experience; designated Audit Committee Financial Expert; sits on Audit and Nominating & Governance (and Finance from 2025), aligning skills with key LYB risk areas (financial reporting/cyber and governance) .
- Engagement/attendance: Board average 96% attendance and >80% for each director; 2024 committee attendance for her committees was 100% (committee-level) .
- Alignment and incentives: Director pay is balanced between cash and time‑based RSUs with stringent share ownership rules and prohibitions on hedging/pledging, supporting long‑term alignment .
- Conflicts review: The Audit Committee reviewed ordinary‑course transactions tied to certain directors’ external affiliations, including Ms. Karlin; amounts were immaterial and independence was affirmed—mitigating related‑party risk .
- Shareholder signals: Say‑on‑pay support ~98% in 2024, indicating strong investor confidence in LYB’s compensation governance framework overseen by independent directors (context for overall governance climate) .
RED FLAGS: None disclosed specific to Ms. Karlin (no hedging/pledging, no related‑party transactions deemed material, independence affirmed). Early in tenure, her disclosed LYB equity consists of RSUs and no common shares; while guideline compliance status isn’t disclosed at the individual level, directors cannot sell unless and until the $690,000 ownership requirement is met .