Lincoln Benet
LyondellBasell IndustriesAbout Lincoln Benet
Lincoln Benet (61) is an American‑British independent director at LyondellBasell (LYB) since 2015. He is CEO of Access Industries (private, global industrial group) since 2006 and previously spent 17 years at Morgan Stanley, including as Managing Director. He holds an MBA from Harvard Business School and a BA in Economics from Yale University; his board skills emphasize corporate finance, capital markets, M&A, corporate strategy, governance, risk management, and CEO/international operations experience. Committee roles: Finance Committee Chair and member of the Nominating & Governance Committee; the Board determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Access Industries | Chief Executive Officer | 2006–present | Global strategy, corporate finance, M&A, capital markets experience brought to LYB |
| Morgan Stanley | Managing Director | 17 years (prior to 2006) | Corporate finance, international markets, strategic planning experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Warner Music Group Corp. | Director | Since 2011; public since 2020 | Current public company directorship |
Board Governance
- Committee assignments: Finance Committee Chair; Nominating & Governance Committee member .
- Attendance and engagement: Board held 7 meetings in 2024; average director attendance 96%; all directors attended >80% of Board/committee meetings . Finance Committee met 4 times (100% attendance); Nominating & Governance met 4 times (100% attendance) .
- Independence: Board determined all non‑executive directors, including Access Industries nominees, are independent under NYSE standards; categorical standards exceed NYSE in some instances . As a Dutch company, LYB applies NYSE standards where they conflict with the Dutch Code for independence classification of Access nominees .
- Board practice: Independent Chair; executive sessions at each regularly scheduled Board and Committee meeting .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $145,000 | Includes Board retainer and committee retainers |
| Stock Awards (RSUs; grant-date fair value) | $164,835 | Annual RSU grant; 1,692 units in 2024; vests one year from grant; dividend equivalents paid in cash |
| All Other Compensation | $5,000 | Intercontinental travel fees ($5,000 per trip) |
| Total | $314,835 | Sum of above |
Additional director pay design:
- Standard Board retainer for members: $115,000 cash + $170,000 RSUs; Finance Chair retainer: $20,000; Nominating & Governance member retainer: $10,000 .
- No increases to general board retainers since 2014 (except Board Chair in 2018 and HSE&S Chair in 2023) .
Performance Compensation
- Director compensation does not include performance‑conditioned equity or cash; annual director equity is time‑based RSUs with one‑year vesting and dividend equivalents .
- No options granted to directors; hedging/pledging prohibited .
Other Directorships & Interlocks
| Relationship | Detail | Governance Note |
|---|---|---|
| Access Industries ownership | Access affiliates beneficially own 65,285,504 LYB shares (20.2% as of Apr 1, 2025) | Access holds nomination rights and has nominated Mr. Benet (and others) to LYB’s Board |
| Related‑party exposure (Calpine) | LYB purchased ~$46.5m of power/steam/water from Calpine and sold ~$12.7m of gas/raw water to Calpine in 2024; Calpine has a minority investment by Access Industries | Audit Committee approved the contracts as fair and advantageous; ordinary‑course and arm’s‑length |
| Warner Music Group | Mr. Benet is a director (since 2011; public since 2020) | Current external public board; LYB Director Commitments Policy limits total public boards, with stricter limits for executives of public companies (Mr. Benet is executive of a private company) |
Expertise & Qualifications
- Skills and qualifications: Corporate strategy, governance, capital markets, M&A, corporate finance, CEO experience, international operations, risk management, public company director; additional areas include human capital, technology/innovation, and public policy/compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting Within 60 Days | Notes |
|---|---|---|---|
| Lincoln Benet | 8,704 | 1,692 | Directors subject to ownership guideline: must hold ≥6x cash retainer ($690,000 for directors; $1,950,000 for Chair) before selling, counting beneficial shares and 50% net RSUs . Hedging and pledging of LYB shares prohibited . All directors/executives collectively own <1% of outstanding shares . |
Governance Assessment
- Board effectiveness: As Finance Committee Chair, Benet oversees capital structure, capital allocation (including dividends and buybacks), strategic transactions, tax and derivative strategies—key to investor confidence in capital discipline . 100% committee attendance in 2024 supports engagement .
- Independence and conflicts: Despite Access Industries’ 20.2% ownership and nomination rights, the Board annually affirms independence for non‑executives under NYSE standards and reports no material relationships affecting independence; related‑party transactions are reviewed/approved by disinterested Audit Committee members .
- Compensation alignment: Director pay is modest, stable (no general increases since 2014), with equity via RSUs that build alignment; share ownership guidelines restrict sales until thresholds are met; hedging/pledging banned—positive alignment signals .
- Attendance/engagement: Board average attendance 96%; executive sessions at each meeting; demonstrates oversight rigor .
- RED FLAGS: Potential perceived influence from Access as a significant shareholder with nomination rights and minority stakes in counterparties (e.g., Calpine); mitigants include Audit Committee approval of related‑party transactions and explicit independence determinations .
Additional investor‑confidence signal: Say‑on‑pay (executive) support remained strong with ~98% approval in 2024, reflecting positive stakeholder engagement and governance credibility (Board‑wide) .