Virginia Kamsky
LyondellBasell IndustriesAbout Virginia Kamsky
Independent non-executive director at LyondellBasell Industries N.V. since 2022 (age 71; 3 years of Board service). Chair & CEO of Kamsky Associates, a firm she founded in 1980 focused on U.S.–China strategic advisory. Former Chase Manhattan Bank executive; BA from Princeton. Recognized with the Navy Distinguished Civilian Service Award and named an Outstanding Public Company Director by the Financial Times. Board has determined she is independent under NYSE rules (Feb 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kamsky Associates, Inc. | Chair & Chief Executive Officer | Since 1980 | Founded the first U.S. advisory firm approved to provide strategic advisory services in China. |
| Chase Manhattan Bank | Various roles incl. Second Vice President; Head, Corporate China Division | Not disclosed | Led Corporate China Division; developed Asia-Pacific market expertise. |
| U.S. Secretary of the Navy Advisory Panel | Member | 2009–2017 | Received Navy Distinguished Civilian Service Award. |
| China Institute in America | Chairman & CEO | 2003–2013 | Non-profit leadership focused on U.S.–China cultural and educational exchange. |
External Roles
| Organization | Role | Status |
|---|---|---|
| Kamsky Associates, Inc. | Chair & CEO | Current |
| China Institute in America | Chairman & CEO | Former (2003–2013) |
| U.S. Secretary of the Navy Advisory Panel | Member | Former (2009–2017) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all non-executive directors, including Kamsky, are independent under NYSE rules (Feb 2025). |
| Committee memberships (2025) | Compensation & Talent Development (C&TD); Health, Safety, Environmental & Sustainability (HSE&S). Not a chair. |
| Attendance (2024) | Each current director attended >80% of Board/committee meetings; average director attendance 96%. C&TD held 5 meetings (100% attendance overall); HSE&S held 5 meetings (92% attendance overall). |
| Board structure | Independent Chair (Jacques Aigrain); executive sessions at each regularly scheduled Board & committee meeting. |
| Board size/tenure snapshot | 12 nominees; Kamsky: Age 71, 3 years of service, 0 other public boards. |
Fixed Compensation
| Component (non-exec directors) | Policy | 2024 Amounts for Kamsky |
|---|---|---|
| Board Cash Retainer | $115,000 cash | Included in fees |
| Board RSU Retainer | $170,000 RSUs (one-year vest) | $164,835 stock awards (grant of 1,692 RSUs in 2024) |
| C&TD Committee (member) | $10,000 cash | Included in fees |
| HSE&S Committee (member) | $10,000 cash | Included in fees |
| Intercontinental trip fee | $5,000 per trip (if applicable) | Included in “All Other Compensation” if applicable |
| 2024 Total (reported) | — | Fees earned $135,000; Stock awards $164,835; All Other Compensation $24,011; Total $323,846. |
Notes: Directors may elect to receive cash retainers in shares; RSUs pay cash dividend equivalents and vest after one year. Director compensation policy unchanged since 2014 (except Chair/HSE&S chair adjustments). Hedging/pledging by directors is prohibited.
Performance Compensation
| Element | Structure | 2024 Specifics |
|---|---|---|
| Performance-based pay | Not applicable to non-executive directors (no STI/PSU metrics tied to director service) | Director equity is time-based RSUs; no performance metrics disclosed. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 for Kamsky. |
| Prior public company boards (selected) | W.R. Grace & Co.; Sealed Air Corporation; Olin Corporation; Tecumseh Products Company; Foamex International; Tate & Lyle PLC; Shorewood Packaging; Spectrum Brands; Dana Incorporated (2011–2024); Kadem Sustainable Impact Corp. (2021–2023). |
| Nominating shareholder | Access Industries (20.2% owner) has nomination rights; nominated Kamsky (and others) under a nomination agreement. |
| Related party/transactions policy | Audit Committee reviews/approves related party transactions; in 2024, Board reviewed ordinary-course transactions involving companies where directors (incl. Kamsky) had roles—transactions were arm’s-length and immaterial (below the greater of $1m or 2% of counterparty revenue); independence unaffected. |
Expertise & Qualifications
- Strategic and Asia-Pacific market expertise; CEO experience; corporate governance; corporate strategy; capital markets; M&A; risk management; HSE experience; international operations; information systems & security; technology & innovation; public policy & compliance.
- Education: BA, Princeton University. Awards include Navy Distinguished Civilian Service Award; Newsweek “Top 25 Asia Hands”; Financial Times “Outstanding Public Company Director.”
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned (Apr 1, 2025) | 3,332 shares. |
| RSUs vesting within 60 days | 1,692 RSUs. |
| Shares outstanding (for context) | 322,837,438 shares (as of Apr 1, 2025). |
| Ownership as % of outstanding | ≈0.001% (3,332 / 322,837,438). Sources: shares owned and shares outstanding above. |
| Director ownership guideline | Must hold ≥6x annual cash retainer ($690,000); no sales until threshold met. |
| Hedging/pledging | Prohibited for directors. |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (FY2024) | Company reports timely filings for directors/officers except one late immaterial filing by another director (Buchanan). No delinquencies noted for Kamsky. |
Governance Assessment
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Strengths
- Independent non-executive; serves on C&TD and HSE&S—committees central to pay, talent, safety, environmental and sustainability oversight. Committee attendance strong at the committee level (C&TD 100%; HSE&S 92%) with Board-wide average 96% in 2024; each director >80%.
- Director pay is modest and equity-heavy (RSUs), with stringent 6x retainer ownership guideline and prohibitions on hedging/pledging—strong alignment features.
- Board reports robust independence review and found all non-executive directors, including Kamsky, independent; executive sessions at every meeting; independent Chair.
- Say-on-pay support remains high (≈98% in 2024), signaling broad investor confidence in compensation governance.
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Potential red flags (mitigated)
- Nominated by a 20.2% shareholder (Access Industries) under a nomination agreement; while NYSE independence affirmed, investors may scrutinize perceived influence.
- Board acknowledged ordinary-course transactions with companies where certain directors (incl. Kamsky) had roles; Audit Committee oversight concluded terms were arm’s-length and immaterial; independence unaffected. Continued oversight warranted.
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Net view for investors
- Kamsky brings deep cross-border strategy and governance expertise and serves on high-impact committees. Alignment mechanisms (ownership guidelines; no hedging/pledging) and strong attendance underpin board effectiveness; Access nomination and disclosed ordinary-course relationships are noted but overseen under formal related-party and independence frameworks.