Didier Miraton
OrionAbout Didier Miraton
French national, age 66, non-executive independent director of Orion S.A. since July 2014. He is a former Managing Partner at Michelin with deep operating experience in industrial manufacturing, R&D, and IT, and currently serves as President of consulting firm La Combe SAS and as an MBA program professor at Collège des Ingénieurs. He holds a Civil Engineering degree from École Nationale des Ponts‑et‑Chaussées. Committee assignment: Compensation Committee (member). Board and committee attendance in 2024: 100%.
“Expanding the insight into industrial operational excellence at Orion and refining the specialty product activity strategy have been two essential and fruitful board activities over the last year.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michelin | Managing Partner | 2007–2011 | Senior leadership; global industrial operations oversight |
| Michelin | President, Research & Technology | 2001–2011 | Led R&D and innovation agenda |
| Michelin | Supervisor, Industrial Policy | 2003–2011 | Industrial policy oversight |
| Pierre Fabre | Chief Executive Officer | 2012–2013 | Corporate leadership |
| Almérys SAS | Chief Executive Officer | 2013–2015 | Corporate leadership |
| La Combe SAS | President | 2016–present | Industrial and operational advisory |
| Collège des Ingénieurs | Professor (MBA program) | 2012–present | Executive education |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thea Holding | Board member | Not disclosed | Listed as other board/affiliation |
| Khéoos | Board member | Not disclosed | Listed as other board/affiliation |
| Biotyfood | Board member | Not disclosed | Listed as other board/affiliation |
| TrustInSoft | Board member | Not disclosed | Listed as other board/affiliation |
| Aviwell | Board member | Not disclosed | Listed as other board/affiliation |
Board Governance
- Independence: The Board affirmatively determined Mr. Miraton is independent under NYSE standards.
- Committee assignment: Compensation Committee (member). 3 meetings in 2024; committee attendance 100%.
- Board attendance: 100% across Board and committee meetings in 2024. Overall Board/committee attendance averaged 98% in 2024.
- Executive sessions: Regular executive sessions of independent directors.
- Risk oversight context: Audit Committee prioritized remediation of a material weakness detected in Q3 2024; ongoing oversight of cybersecurity and AI policy.
| Governance Item | Detail | Evidence |
|---|---|---|
| Committee(s) | Compensation Committee (member) | |
| 2024 Committee Meetings | Compensation: 3 | |
| 2024 Attendance | 100% | |
| Independence | Independent (NYSE) | |
| Board Chair also Comp Chair | Dan Smith is Board Chair and Compensation Committee Chair (Miraton is a member) |
Fixed Compensation
| Component | 2024 Actual ($) | 2025 Approved Structure ($) | Notes |
|---|---|---|---|
| Cash retainer | 112,000 | 105,000 (non-exec director retainer) | 2024 cash equals base plus committee member fee |
| Committee member fee (Comp Committee) | Included in above | 7,000 (Comp Committee member) | Member, not chair |
| Chair fees | N/A | 25,000 (Comp Chair); 25,000 (Audit Chair); 20,000 (Nominating Chair) | Not applicable to Miraton |
| Board Chair premium | N/A | 105,000 (non-exec Board Chair) | Not applicable to Miraton |
Performance Compensation
| Equity Award | 2024 Grant-Date Fair Value ($) | Vesting / Conditions | 2025 Policy (Indicative) |
|---|---|---|---|
| Restricted Common Shares | 137,500 | Generally vests only if the director serves the full ~one-year term | 137,500 per non-exec director |
- No performance-vested metrics disclosed for non-executive director equity; grants are time-based and intended to align directors with shareholders. Hedging and pledging of company stock by directors are prohibited by policy.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | 0 (shown as “–” in proxy) |
| Other boards/affiliations | Thea Holding; Khéoos; Biotyfood; TrustInSoft; Aviwell |
| Potential interlocks with OEC competitors/customers/suppliers | None disclosed; proxy’s related-party section lists only DGW JV and ArcelorMittal transactions (no director-linked transactions) |
Expertise & Qualifications
- Key skills: General management, industrial manufacturing, R&D, innovation, IT.
- Education: Civil Engineering degree, École Nationale des Ponts‑et‑Chaussées.
- Industrial operations orientation emphasized in 2024 Board work (operational excellence, specialty product strategy).
Equity Ownership
| Metric | Figure |
|---|---|
| Common Shares Beneficially Owned (as of Apr 24, 2025) | 41,272 |
| Ownership as % of outstanding | <1% (asterisk denotes <1% in proxy) |
| Stock ownership guidelines | 5x annual cash retainer for directors |
| Hedging/Pledging | Prohibited for directors (policy) |
| Pledged shares | None disclosed for Mr. Miraton |
Governance Assessment
- Positives: Independent director with strong operating pedigree; 100% attendance; service on Compensation Committee with focus on strengthening STI/LTI metric linkage; equity retainer creates alignment; robust ownership guidelines (5x cash retainer) and anti-hedge/pledge policies.
- Watch items: Board Chair concurrently chairs Compensation Committee (concentration of influence), though the committee and chair are independent; investors may prefer separation of Board chairmanship from comp committee leadership.
- Conflicts and related parties: No director-linked related-party transactions disclosed for Mr. Miraton; company-level related party dealings limited to DGW JV and ArcelorMittal in 2024.
- Control environment: Audit Committee reported focus on remediating a material weakness detected in Q3 2024—important for overall governance vigilance; not specific to Miraton but relevant to board effectiveness signals.