Robert Dudley
LyondellBasell IndustriesAbout Robert Dudley
Robert Dudley (age 69) is an American-British independent non-executive director at LyondellBasell (LYB) since 2021. He serves on the Finance Committee and the Health, Safety, Environmental & Sustainability (HSE&S) Committee, bringing CEO-level experience from BP and deep energy transition expertise; education includes an MBA from Southern Methodist University and a B.S. in Chemical Engineering from the University of Illinois . He is Chairman of the Oil and Gas Climate Initiative (OGCI) and Chair of the Accenture Global Energy Board, reflecting substantial climate and technology governance exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP plc | Group Chief Executive; Board Director | Group CEO 2010–2020; Director 2009–2020 | Led global energy operations; advanced decarbonization plans; prior leadership of Alternative & Renewable Energy and upstream in Russia/Caspian/Africa |
| Rosneft Oil Company | Director | 2013–2022 | Board governance of global oil producer |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Freeport-McMoRan Inc. | Director | Since 2021 | Public company board; mining/copper exposure |
| Saudi Aramco | Director | Since 2024 | Public company board; major energy producer |
| Oil and Gas Climate Initiative (OGCI) | Chairman | Current | Industry-led climate initiative; accelerates sector response to climate change |
| Accenture Global Energy Board | Chair | Current | Oversees energy sector advisory; technology and transformation lens |
| Axio | Chairman | Current | SaaS cyber risk management and quantification |
| 8 Rivers Capital LLC | Director | Current | Private energy transition technology firm |
Board Governance
- Committee assignments: Finance Committee member; HSE&S Committee member (HSE&S chaired by Rita Griffin; Finance chaired by Lincoln Benet) .
- Independence: Board determined all non-executive directors (including Dudley) are independent under NYSE rules as of February 2025; categorical standards exceed NYSE in some areas .
- Attendance and engagement: In 2024 the Board held 7 meetings; average director attendance was 96%, and each current director attended >80% of Board/committee meetings; HSE&S Committee held 5 meetings (92% attendance overall), Finance Committee held 4 meetings (100% attendance overall) .
- Executive sessions: Held at every regularly scheduled Board and committee meeting; led by independent Chair (Jacques Aigrain) .
- Director commitments policy: Limits for service on other public boards and audit committees; used in independence/succession assessments .
- Ownership alignment policies: Directors subject to stock ownership guidelines; prohibited from hedging or pledging company shares .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $135,000 | Board retainer and applicable committee retainers (policy: members receive $115,000 cash retainer; committee member retainers $10,000–$15,000 depending on committee) |
| All Other Compensation | $20,000 | Intercontinental travel fees ($5,000 per trip) and tax preparation/advisory benefits due to UK/Dutch tax obligations |
| Total Fixed Compensation | $155,000 | Sum of cash and other compensation |
Policy reference for retainers:
- Board member cash retainer: $115,000; RSUs: $170,000; Finance Committee member: $10,000; HSE&S Committee member: $10,000; audit and C&TD chairs: $27,500 chair retainer; HSE&S chair: $27,500; finance chair: $20,000 .
Performance Compensation
| Equity Award (2024) | Units / Value | Grant Timing | Vesting / Features |
|---|---|---|---|
| Annual RSU grant | 1,692 units; grant-date fair value $164,835 | Granted with May 2024 Board meeting | RSUs vest one year from grant; pay cash dividend equivalents; directors may elect to receive cash retainers in shares; no options granted to directors |
- No performance metrics apply to director equity awards; director RSUs are time-based (performance metrics are used for executive PSUs/STI, not for directors) .
Other Directorships & Interlocks
| Relationship | LYB Transaction Exposure (2024) | Independence/Conflict Review |
|---|---|---|
| Companies where Dudley and other directors serve as directors or advisors | LYB had commercial transactions with these organizations in 2024; all were ordinary course, arm’s-length; each below the greater of $1 million or 2% of the counterparty’s annual gross revenue | Audit Committee reviewed/approved related-party frameworks; Board concluded no transactions impaired independence; all non-executives remain independent |
Expertise & Qualifications
- CEO experience; mergers & acquisitions; risk management; HSE and climate expertise; international operations; corporate strategy and governance; public policy and compliance; technology and innovation .
- Fellow of the Royal Academy of Engineering; MBA (SMU); B.S. Chemical Engineering (University of Illinois) .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting Within 60 Days | Stock Options Exercisable Within 60 Days |
|---|---|---|---|
| Robert Dudley | 4,081 | 1,692 | 0 (directors not granted options) |
- Director stock ownership guideline: must hold LYB shares valued at ≥6× annual cash retainer ($690,000 for directors other than Chair); only beneficially owned shares and RSUs (net of estimated taxes) count; selling restricted until guideline is met .
- Hedging/pledging prohibited for directors; extends to immediate family and related entities .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) filing timeliness (2024) | All directors/officers timely filed except one late filing for Robin Buchanan; no exceptions noted for Robert Dudley |
| Delinquent Form 4s (Dudley) | None disclosed in proxy |
Governance Assessment
- Committee impact: Dudley’s roles on HSE&S and Finance position him at the center of LYB oversight on sustainability/climate targets, safety performance, capital allocation, debt/derivatives, and strategic transactions—areas material to valuation and investor confidence .
- Independence and conflicts: Despite multiple external energy/mining directorships (Saudi Aramco, Freeport-McMoRan), LYB discloses arm’s-length, immaterial transactions with companies where Dudley and others have relationships; Audit Committee oversight and categorical independence standards mitigate conflict risk; independence affirmed for all non-executives .
- Alignment and incentives: Director compensation is conservative with no increases in base retainers since 2014 (except chair adjustments), mix skewed to equity RSUs that vest annually, and strong ownership/anti-hedging policies; Dudley’s 2024 mix was ~$135k cash, ~$165k RSUs, ~$20k travel/tax benefits (total ~$320k), reinforcing alignment without excessive pay .
- Attendance and engagement: Board-wide attendance is high (96% average), committees met regularly (HSE&S 5; Finance 4), and executive sessions occur at each meeting—positive for board effectiveness .
Red flags and monitor points
- Potential conflicts: External directorships at major sector players (Saudi Aramco, Freeport-McMoRan) warrant ongoing monitoring for related-party exposures; current transactions reported as immaterial and independence maintained .
- Ownership threshold: Proxy discloses holdings (4,081 shares; 1,692 RSUs) but not guideline compliance status for directors; monitor progress toward the $690k director guideline threshold (policy restricts selling before compliance) .
- No hedging/pledging, no option repricing, strong clawbacks for executives—no shareholder-unfriendly practices indicated around Dudley’s role .