Michael Hanley
LyondellBasell IndustriesAbout Michael Hanley
Michael Hanley, 59, is a Canadian independent non-executive director at LyondellBasell (LYB) since 2018; he chairs the Audit Committee and serves on the Finance Committee . He is a Quebec Order of Chartered Professional Accountants member and holds a BBA from HEC Montreal; the Board designates him an “audit committee financial expert” under SEC rules . His core credentials include over 30 years in senior finance and operations roles, notably CFO and later President & CEO of Alcan business units, and SVP, Operations & Strategy at National Bank of Canada, bringing deep expertise in capital-intensive industries, accounting standards, risk, and governance .
Past Roles
| Organization | Role | Tenure (years) | Committees/Impact |
|---|---|---|---|
| Alcan (Canadian mining & aluminum) | Chief Financial Officer | Not disclosed | Senior finance leadership in capital-intensive processes |
| Alcan Global Bauxite & Alumina | President & CEO | Not disclosed | Operational leadership of upstream business |
| National Bank of Canada | SVP, Operations & Strategy | Not disclosed | Strategy and operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EQB Inc. | Chair of the Board | 2022–2024 | Personal/commercial banking services |
| Nuvei Corporation | Lead Director; Audit Committee Chair | 2020–2023 | Payments technology |
| BRP Inc. | Lead Director; Audit Committee Chair | 2012–2022 | Powersports OEM |
| Shawcor Ltd. | Director | 2015–2021 | Energy services/materials |
Board Governance
- Committee assignments: Audit Committee Chair; Finance Committee member; independence confirmed for all committee members .
- 2024 meetings: Board held 7 meetings; average director attendance 96%; each director exceeded 80% .
- Audit Committee: 5 meetings in 2024; 100% attendance; Hanley designated financial expert; oversees auditor, internal audit, financial reporting, risk (incl. cybersecurity), compliance, and ESG reporting controls .
- Finance Committee: 4 meetings in 2024; 100% attendance; oversees capital structure/allocation, strategic transactions, debt/tax/derivative strategies .
| Committee | Role | 2024 Meetings | Attendance | Independence | Notes |
|---|---|---|---|---|---|
| Audit | Chair | 5 | 100% | All independent | Financial expert designation (Hanley) |
| Finance | Member | 4 | 100% | All independent | Capital structure, M&A guidance |
| Board (overall) | Director | 7 | 96% avg | Majority independent | Exec sessions at each meeting |
Fixed Compensation
Director pay is stable (no increases since 2014, excluding Chair/HSE&S Chair adjustments) . Cash and equity retainers and committee fees are standardized; intercontinental travel pays $5,000 per trip .
| Component | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer (member) | $115,000 | Chair: $325,000 |
| Board equity retainer (member) | $170,000 | Chair: $325,000 |
| Audit Chair fee | $27,500 | Member: $15,000 |
| Compensation Chair fee | $27,500 | Member: $10,000 |
| NomGov Chair fee | $20,000 | Member: $10,000 |
| HSE&S Chair fee | $27,500 | Member: $10,000 |
| Finance Chair fee | $20,000 | Member: $10,000 |
| Intercontinental travel fee | $5,000 per trip | Cash; some directors elect shares |
| 2024 Director Compensation (Hanley) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $152,500 |
| Stock awards (RSUs) | $164,835 |
| All other compensation | $26,421 |
| Total | $343,756 |
All other compensation includes tax preparation/advisory services related to UK/Dutch tax returns and, for Hanley, reimbursements for Canadian tax advisory services tied to UK income—linked to LYB’s incorporation/tax domicile, not a discretionary perquisite .
Performance Compensation
Directors receive time-vested RSUs; no performance-based metrics are tied to director compensation. Annual RSU grants vest one year from grant and pay dividend equivalents; 2024 grant was 1,692 units for Hanley .
| Metric/Instrument | Grant Value/Units | Vesting | Performance Conditions | Notes |
|---|---|---|---|---|
| RSUs (annual) | 1,692 units | 1-year cliff | None (time-based) | Dividend equivalents; May grant timing |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (Other Public Boards = 0) |
| Access Industries nomination/interlock | Not applicable to Hanley; Access nominated Benet, Buchanan, Kamsky |
| Related-party/commercial relationships | 2024 arm’s-length relationships noted for Buchanan, Dudley, Farley, Kamsky, Karlin; Hanley not listed |
Expertise & Qualifications
- Corporate finance, accounting, governance, strategy, capital markets, risk management, HSE experience, technology/innovation, international operations, M&A, public policy/compliance; extensive public company board experience including chair/lead director/audit chair .
Equity Ownership
Share ownership guidelines require directors to hold ≥6x annual cash retainer ($690,000 for directors other than Chair) before selling shares; hedging and pledging are prohibited .
| Holder | Shares Owned | RSUs Vesting ≤60 Days | Options Exercisable ≤60 Days | Ownership % of Outstanding |
|---|---|---|---|---|
| Michael Hanley | 14,336 | 1,692 | — | <1% (individuals each <1%) |
Governance Assessment
- Strengths: Audit Chair with financial expert status; 100% committee attendance; independence; skill set matches LYB’s capital-intensive, process industry risk profile . Ownership alignment via RSUs/dividend equivalents and strict anti-hedging/pledging policy with robust ownership guidelines .
- Shareholder support signal: 2025 re-election received 275,314,024 votes FOR vs. 922,863 AGAINST, 167,549 WITHHOLD; strong mandate . 2025 Say-on-Pay passed with 265,325,326 FOR vs. 10,567,631 AGAINST, indicating broad investor confidence in compensation governance .
- Conflicts/related-party: No Hanley-related transactions disclosed; Audit Committee’s related-party policy requires disinterested review and annual oversight, reducing conflict risk .
- Pay structure: Director pay has been frozen for 11 years (excluding Chair/HSE&S Chair adjustments), limiting pay inflation risk and enhancing alignment optics .
Red Flags
- None identified: No hedging/pledging, no related-party transactions involving Hanley, high attendance, strong shareholder election outcomes .