Claire Farley
LyondellBasell IndustriesAbout Claire Farley
Independent non-executive director at LyondellBasell (LYB) since 2014 (11 years of service). Age 66. Former KKR Energy executive and long-time oil & gas operator and banker with CEO roles at multiple companies; B.A. from Emory University. Core credentials include CEO experience, corporate finance, M&A, capital markets, governance, and deep energy/feedstock domain knowledge. She currently chairs LYB’s Nominating & Governance Committee and also serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR Management, LLC | Partner (2013–2016); Vice Chair, Energy (2016–2017); Senior Advisor (2017–2022) | 2013–2022 | Energy investing and advisory leadership |
| RPM Energy (co‑founded) | Co‑Founder | n/a | Upstream E&P development |
| Randall & Dewey | Chief Executive Officer | 2002–2005 | Led O&G A&D advisory; sold to Jefferies |
| Jefferies (Randall & Dewey integration) | Co‑President & Senior Advisor | 2005–2008 | O&G investment banking leadership |
| Intelligent Diagnostics Corp. | Chief Executive Officer | 1999–2001 | CEO/operator |
| Trade‑Ranger Inc. | Chief Executive Officer | 2001–2002 | CEO/operator |
| Texaco | President, Worldwide Exploration & New Ventures; President, North American Production; CEO, Hydro‑Texaco | 1981–1999 | Global upstream leadership; feedstock expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TechnipFMC plc | Director | Since 2017 | Energy services/engineering governance |
| Crescent Energy Company | Director | Since 2021 | Upstream E&P governance |
| Anadarko Petroleum Corporation | Director (former) | 2017–2019 | Large-cap E&P board experience |
Board Governance
- Committee assignments (as of Mar 1, 2025): Chair, Nominating & Governance; Member, Audit .
- Committee responsibilities:
- Nominating & Governance: Board refreshment/succession, director compensation recommendations, governance policies, ESG profile/policies in coordination with HSE&S .
- Audit: Financial reporting, internal controls, auditor oversight, enterprise financial risks, cybersecurity oversight, compliance and related-party transactions; committee had 100% attendance in 2024 .
- Independence: Board determined in Feb 2025 that all non‑executive directors (including Farley) are independent under NYSE rules and LYB’s categorical standards .
- Attendance and engagement: 2024 average director attendance 96%, all current directors >80%; NomGov Committee met 4 times with 100% attendance reported; Audit Committee met 5 times with 100% attendance reported .
- Board effectiveness signals: Annual board/committee self-assessments; 2024 cycle used an independent outside consultant to evaluate board, committees, and individual performance; enhancements adopted in 2024 .
- Executive sessions: Held at every regularly scheduled Board and committee meeting; led by independent Chair .
Fixed Compensation
| Component (Directors) | Amount (USD) | Notes |
|---|---|---|
| Board retainer (member) | $115,000 | Cash |
| Nominating & Governance Chair retainer | $20,000 | Cash |
| Audit Committee member retainer | $15,000 | Cash |
| Annual equity grant (member) | $170,000 | RSUs; grant at May meeting; 1‑year vest; dividend equivalents in cash |
| Intercontinental travel fee | $5,000 per trip | Cash |
Director compensation actually received in 2024 (Farley):
- Fees earned/paid in cash: $150,000; Stock awards (RSUs grant-date fair value): $164,835; All other compensation: $24,011; Total: $338,846. “All Other” includes travel fees and company-provided tax preparation/advice benefits tied to UK/Dutch filings under LYB’s policy .
Performance Compensation
- LYB does not use performance-based equity for directors; annual equity is time-based RSUs that vest after one year and pay cash dividend equivalents .
2024 Director RSU grant (Farley):
| Grant | Units | Grant-Date Fair Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|
| Annual RSU (May 2024) | 1,692 | $164,835 | 1 year | Cash when dividends are paid |
Other Directorships & Interlocks
| Company | Relationship to Farley | Potential Interlock Consideration |
|---|---|---|
| TechnipFMC plc | Current director | Energy services adjacency to LYB value chain |
| Crescent Energy Company | Current director | Upstream E&P adjacency to LYB feedstocks |
| Anadarko Petroleum (former) | Former director | Historical E&P governance |
- Related‑party/ordinary course transactions: In 2024 LYB had certain arm’s‑length commercial transactions with companies where several directors (including Ms. Farley) served as directors/advisors; amounts were below significance thresholds, no director involvement in negotiations, and independence determinations were unaffected per Audit Committee oversight .
Expertise & Qualifications
- CEO and executive management experience; corporate finance and capital markets; M&A; risk management; governance; international operations; human capital leadership. Specific energy/feedstock market expertise from Texaco and energy investing roles .
Equity Ownership
| As of April 1, 2025 | Amount |
|---|---|
| Shares beneficially owned | 20,293 |
| RSUs vesting within 60 days | 1,692 |
| Options (exercisable within 60 days) | None disclosed for directors |
| Ownership as % of shares outstanding | ~0.006% (20,293 / 322,837,438) |
Alignment policies:
- Stock ownership guideline: Directors must retain shares until holding at least 6x annual cash retainer ($690,000 for members; $1,950,000 for Chair). Only beneficially owned shares and 50% of RSUs (net of estimated taxes) count toward the requirement .
- Hedging/pledging: Prohibited for directors and related persons; includes no options, short sales, derivatives, or margin/pledge accounts .
Compliance status with ownership guidelines for individual directors was not disclosed in the proxy .
Governance Assessment
- Strengths: Long-tenured independent director with deep energy and transaction expertise; chairs NomGov (director succession, governance framework, ESG policy coordination) and serves on Audit (financial controls, risk, cybersecurity). Committees reported 100% attendance in 2024; board conducted an independently led evaluation cycle in 2024; director pay has seen no retainer increases since 2014 (besides Chair/HSE&S Chair adjustments), supporting pay stability and alignment .
- Alignment signals: Time‑based RSU grants and robust director ownership/anti‑hedging policies; board average attendance 96%; strong say‑on‑pay support (98% in 2024), indicating constructive shareholder engagement and confidence in compensation/governance practices .
- Potential watch items: Tenure (>10 years) may draw focus from some investors on refreshment/independence; however, LYB maintains a mandatory retirement age (75) and regular refreshment/self‑assessment processes, and affirmed independence for all non‑executive directors in Feb 2025; noted ordinary‑course transactions with companies tied to certain directors (including Farley) were reviewed by the Audit Committee and deemed immaterial and arm’s‑length .