William Cook
About William M. Cook
William M. Cook, age 71, has served as an independent director of Mativ Holdings, Inc. since 2022. He is the former President and Chief Executive Officer of Donaldson Company, Inc. (2004–2015), with prior global finance and operations roles at Donaldson (1994–2004). The Board has determined he is independent and that he qualifies as an “audit committee financial expert.” He currently serves on Mativ’s Audit Committee and Compensation Committee, and attended 100% of Board and applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donaldson Company, Inc. | President & CEO | 2004–2015 | Led global filtration business; broad operations and financial oversight |
| Donaldson Company, Inc. | Various leadership roles | 1994–2004 | Global responsibilities in finance and business leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AXALTA Coating Systems, Ltd. | Director | 2019–Present | Current public directorship |
| IDEX Corporation | Director | 2008–2022 | Former public directorship |
| Neenah Inc. | Director | 2016–2022 | Former public directorship (pre-merger) |
| Valspar Corporation | Director | 2010–2017 | Former public directorship |
| Donaldson Company, Inc. | Director | 2004–2016 | Former public directorship |
Board Governance
- Committee assignments (2024 meetings): Audit Committee (7 meetings) and Compensation Committee (8 meetings); Cook is a member (not chair) of both .
- Independence and financial expertise: Board determined Cook is independent and an “audit committee financial expert” .
- Attendance: All current directors, including Cook, attended all Board and applicable committee meetings in 2024 (Board met 7 times) .
- Leadership structure: Independent Non-Executive Chair (Dr. Kimberly E. Ritrievi); regular executive sessions of independent directors .
- Overboarding policy: Directors who are not executives should not serve on more than four other public company boards; Audit Committee members may not serve on more than three audit committees (MATV confirms compliance) .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Company securities .
Fixed Compensation
| Component | Structure / Terms | 2024 Amount (Cook) |
|---|---|---|
| Annual Board cash retainer | $85,000 cash (increased from $70,000 in Sept 2024; paid quarterly); temporary reversion back to $70,000 annualized cash for Q2–Q4 2025 | $93,750 cash received in 2024 |
| Annual Board equity retainer | $125,000 in stock, granted quarterly in 2024 (valuation at close prior trading day); beginning July 1, 2025 will shift to a single annual grant date | $102,500 grant-date fair value in 2024 |
| Committee retainers (cash) | Audit: $30,000 Chair/$15,000 member; Compensation: $20,000 Chair/$10,000 member; N&G: $15,000 Chair/$10,000 member | Included in fees above as applicable |
| Total 2024 director pay | Cash + Stock (no meeting fees) | $196,250 total (Cash $93,750; Stock $102,500) |
Notes: Cook’s 2024 director compensation mix was approximately 48% cash and 52% equity, aligning director pay with shareholders via stock retainers .
Performance Compensation
| Element | Terms | Metrics/Conditions |
|---|---|---|
| Equity retainer (non-employee directors) | Stock-based retainer delivered in shares; quarterly grants in 2024; directors may elect to defer into stock units under the Directors’ Deferred Compensation Plan | No performance-conditioned metrics disclosed for director equity retainers (time-based board service retainer) |
Other Directorships & Interlocks
- Current public company board: AXALTA Coating Systems, Ltd. (Director since 2019) .
- MATV related-party transactions: None since January 1, 2024 (no director-related transactions reported) .
- Section 16 compliance: Company reported late filings for certain insiders in 2024; Cook was not listed among delinquencies .
- Audit committee load: Company confirms no member serves on more than three public company audit committees, including MATV .
Expertise & Qualifications
- 35 years of filtration industry experience; extensive operations and financial expertise built at Donaldson; seasoned public company director (Donaldson, IDEX, Neenah, Axalta, Valspar) .
- Audit committee financial expert designation; experience supports oversight of financial reporting and risk .
Equity Ownership
| Holder | Beneficial Shares | Deferred Stock Units | Percent of Class | Notes |
|---|---|---|---|---|
| William M. Cook | 23,570 | 26,614 | <1% | As of March 10, 2025; director ownership guideline requires 5x annual Board cash retainer; all directors meet or are within the 5-year compliance window |
Additional alignment policies:
- Director stock ownership guideline: At least 5x the annual Board cash retainer; compliance within five years (all directors meet or are within timeline) .
- Hedging/pledging ban for directors .
- Directors may defer fees/stock into the non-employee directors’ deferred compensation plan (stock units with accumulated dividends; no voting rights while deferred) .
Governance Assessment
Strengths and signals supporting investor confidence:
- Independent director with deep relevant operating experience; designated audit committee financial expert .
- Strong engagement: 100% attendance in 2024; service on both Audit and Compensation Committees .
- Shareholder alignment: Significant equity retainer, ownership guidelines (5x cash retainer), and hedging/pledging prohibition .
- Compensation governance: Member of Compensation Committee that uses an independent consultant (Meridian; no conflicts) and a defined peer group, with 2024 say-on-pay support of ~97% indicating favorable investor feedback on pay practices .
Watch items/considerations:
- Equity plan usage and dilution: Board is seeking to add 2.3 million shares to the 2024 Plan; overhang would rise from ~5.9% to ~10.1% if approved—an area for continued compensation committee stewardship and investor monitoring .
- Director retainer increases approved in September 2024 (cash and equity), with a temporary cash reversion for 2025 Q2–Q4; magnitude and timing should be tracked vs. performance and market practice .
Compensation Committee Analysis
- Committee composition: Kimberly E. Ritrievi (Chair), William M. Cook, Marco Levi .
- Use of independent consultant: Meridian advised on market data, goal-setting, and program design; Board concluded no conflicts of interest .
- Peer group oversight: Committee relies on a 16-company peer group (e.g., AptarGroup, Ashland, Axalta, Cabot, Donaldson, H.B. Fuller, Minerals Technologies, etc.) for competitive benchmarking .
- Say-on-pay: ~97% approval at 2024 Annual Meeting signals broad investor support for pay programs under committee oversight .
Related Party & Conflict Checks
- Related-person transactions: None reported since January 1, 2024 .
- Overboarding and audit committee load compliance affirmed; hedging/pledging prohibited .
- Section 16 filings: Cook not among late filers noted by the Company for 2024 .