Dan Smith
OrionAbout Dan Smith
Dan Smith, 78, is Orion S.A.’s independent Chairman of the Board and Chair of the Compensation Committee, serving since July 2014. He is the retired Chairman, President, and CEO of Lyondell Chemical Company, with prior CFO responsibilities, and holds a B.S. in Chemical Engineering from Lamar University; he also served in the U.S. Air Force and sits on Lamar University’s College of Engineering Advisory Council . The Board is a supermajority independent (8 of 9 nominees), with Smith classified as independent under NYSE standards; OEC separates the Chair and CEO roles, enhancing oversight and independent challenge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lyondell Chemical Company | Chief Executive Officer | 1996–2007 | Led operations and finance; deep chemicals/energy industry expertise |
| Lyondell Chemical Company | President | 1994–1996 | Senior executive leadership |
| U.S. Air Force | Enlisted member | Not disclosed | Service background |
| Lamar University | College of Engineering Advisory Council member | Not disclosed | External advisory contribution |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Magnolia Oil & Gas Corporation | Chairman of the Board | Current | Public company chair role |
| Lyondell Chemical Company | Chairman of the Board | Former | Public company experience |
| Kraton Performance Polymers, Inc. | Chairman of the Board | Former | Public company experience |
| Nexeo Solutions, Inc. | Chairman of the Board | Former | Public company experience |
| Northern Tier Energy LLC | Board Member | Former | Public company experience |
Board Governance
- Role: Independent Chairman; acts as liaison between independent directors and management, presides over executive sessions, and supports CEO succession and director selection processes .
- Committees: Compensation Committee Chair; member of Executive Committee (Smith, Audit Chair Huck, NSG Chair Galvin, CEO Painter). Executive Committee met once in 2024 for urgent matters .
- Attendance: Smith recorded 100% Board and committee attendance in 2024; the Board held six meetings and executive sessions at each regular meeting .
- Independence: Confirmed independent; Board consists of eight independent nominees and one non-independent (CEO) .
Fixed Compensation
| Component | 2024 Actual ($) | 2025 Proposed ($) | Notes |
|---|---|---|---|
| Annual cash retainer | 105,000 | 105,000 | Base cash for each non-executive director |
| Chairman of the Board retainer | 105,000 | 105,000 | Additional cash for Chair role |
| Compensation Committee Chair retainer | 25,000 | 25,000 | Additional cash for chairing Compensation |
| Other committee member retainers | 7,000 (Comp member rate) | 7,000 (Comp member rate) | Additional cash for membership; Audit members $10k; NSG $5k |
| Total cash fees (Smith) | 235,000 | N/A | 2025 depends on same structure |
| RSUs (grant-date fair value) | 137,500 | 137,500 (restricted shares) | Granted June 2024; vest on day prior to 2025 AGM; 2025 proposal repeats value/structure |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock units (directors) | June 20, 2024 (fair value date) | 6,086 per non-executive director | $137,500 | Vest on the day prior to the 2025 AGM (June 25, 2025) subject to continued Board service | None (time-based vesting; no TSR/financial targets for directors) |
No stock options or performance-based equity are disclosed for directors; RSUs are service-vested only, aligning pay with tenure rather than short-term metrics .
Other Directorships & Interlocks
| Company | Relationship to OEC | Potential Interlock/Conflict |
|---|---|---|
| Magnolia Oil & Gas Corporation | Unrelated upstream E&P | No disclosed related-party transactions with Magnolia; OEC related-party transactions in 2024 involved ArcelorMittal and DGW only |
| Lyondell Chemical, Kraton, Nexeo, Northern Tier Energy | Former boards | No current OEC related-party ties disclosed |
Expertise & Qualifications
- Core skills: Chemicals and energy industry strategy, operations, finance; extensive board leadership including chair roles .
- Education: B.S., Chemical Engineering, Lamar University .
- Governance: Experienced in executive evaluation, compensation oversight, and CEO succession through Compensation Committee leadership .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Unvested RSUs/Restricted Shares | Notes |
|---|---|---|---|---|
| Dan Smith | 78,772 | * (less than 1%) | 6,086 RSUs (granted June 2024; vest June 25, 2025) | Total shares outstanding 56,319,292 as of April 24, 2025 |
| Directors & Officers (13 persons) | 1,546,970 | 2.7% | Not broken out | Group alignment snapshot |
- Ownership guidelines: Directors must hold 5x annual cash retainer; five-year grace period for new directors. As of Dec 31, 2024, all but two directors were compliant; as of proxy date, due solely to stock price decline, all but five were compliant .
- Hedging/pledging: Prohibited for directors and officers; short sales barred, reinforcing alignment and risk discipline .
Insider Trades & Transactions
| Date | Type | Shares | Price/Value | Notes |
|---|---|---|---|---|
| Aug 12, 2019 | Open-market purchase | 10,000 | $12.66 avg | Company press release announcing director purchases (Smith, Huck, Galvin) |
| June 2024 | Director RSU grant | 6,086 | $137,500 grant-date fair value | Vest day prior to 2025 AGM; time-based vesting |
| Various 2017 offerings | Lock-up agreements | N/A | N/A | Smith delivered lock-up letters in secondary offerings, signaling alignment during capital markets events |
Governance Assessment
- Strengths: Independent Board Chair; 100% attendance; robust committee leadership (Compensation Chair, Executive Committee member); clear separation of Chair/CEO; anti-hedging/anti-pledging and stock ownership guidelines support alignment .
- Compensation mix: Balanced cash retainer plus annual RSUs with service-based vesting; no options or performance targets for directors; chair and committee retainers reflect responsibilities without meeting fees, limiting pay inflation risk .
- Oversight indicators: Executive sessions each meeting; Compensation Committee uses independent consultant (Korn Ferry) and oversees human capital strategy and pay-for-performance for executives; Audit Committee response to 2024 misappropriation incident included forensic reviews and remediation, indicating active risk oversight culture .
- Conflicts/related party: No disclosed related-party transactions involving Smith; OEC’s Audit Committee pre-approves and monitors related-party transactions; 2024 related-party dealings were limited to DGW (JV) and ArcelorMittal .
RED FLAGS
- None disclosed specific to Smith: No pledging, hedging, loans, or related-party dealings tied to Smith; full attendance and independent status mitigate governance risk .
Committee Assignments Snapshot (2024)
| Committee | Role | Meetings | Attendance |
|---|---|---|---|
| Board of Directors | Chairman | 6 | 100% |
| Compensation Committee | Chair | 3 | 100% |
| Executive Committee | Member | 1 | Not separately stated; Executive Committee met once |
Director Compensation Table (2024)
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Dan Smith | 235,000 | 137,500 | 372,500 |
Compensation Structure (2025 Proposal)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-executive directors) | 105,000 | Base retainer |
| Restricted Common Shares (value at issuance) | 137,500 | Service-based vesting for term |
| Chairman of the Board cash retainer | 105,000 | Additional for Chair |
| Audit Committee Chair retainer | 25,000 | Additional chair fee |
| Compensation Committee Chair retainer | 25,000 | Additional chair fee |
| NSG Committee Chair retainer | 20,000 | Additional chair fee |
| Audit Committee member retainer | 10,000 | Member fee |
| Compensation Committee member retainer | 7,000 | Member fee |
| NSG Committee member retainer | 5,000 | Member fee |
Independence, Attendance & Engagement
- Independent Chair; Board independent except CEO .
- Executive sessions at each regular Board and committee meeting foster candid oversight .
- 98% overall Board/committee attendance in 2024; Smith at 100% .
Related Party Transactions & Policies
- Policy requires Audit Committee review/approval of related-party transactions >$120,000; ongoing monitoring and annual questionnaires for directors/officers .
- 2024 related-parties: DGW JV and ArcelorMittal; no Smith linkage disclosed .
Notes on Risk Oversight and Clawbacks
- Clawback policy applies to incentive-based compensation of CEO/NEOs; directors’ equity awards are time-based without performance triggers .
- Insider Trading Policy prohibits hedging, short sales, and pledging by directors and officers .