Jacqueline Hoogerbrugge
OrionAbout Jacqueline Hoogerbrugge
New independent director nominee (age 61; Dutch citizen) with 30 years of leadership in operations, procurement, supply chain, engineering, and sustainability at global consumer and industrial companies; M.S. in Chemical Engineering from Rijksuniversiteit Groningen. Nominated by Orion’s Board on February 27, 2025 to replace retiring director Hans‑Dietrich Winkhaus; if elected, independence is affirmed and committee assignment(s) will be determined by the Board upon election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cloetta AB | President, Operations | 2010–2017 | Executive Board member; led operational excellence, change management, procurement, sustainability |
| Danone (Medical Division) | Vice President, Operations | 2009–2010 | Operations leadership in medical division |
| Danone (Royal Numico) | Vice President, Procurement (Global Baby & Medical) | 2006–2009 | Global procurement leadership |
| Unilever | Factory Director and managerial roles (Operations, Corporate Engineering, Manufacturing, Procurement, Supply Chain) | 1993–2006 | Multi-functional operational leadership across manufacturing and engineering |
| Fluor Daniel | Management roles (Sales, Marketing, Engineering) | 1988–1993 | Early career technical/commercial roles |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Koninklijke Jumbo Food Group N.V. | Board Member | Audit; People & Culture |
| BA Glass | Board Member | Chair, Remuneration Committee |
| Broadview Holding B.V. | Board Member | Not disclosed |
| Dometic AB | Board Member | Audit Committee member |
| Swedish Match AB | Former Remuneration Committee member | Remuneration Committee (former) |
| IKEA Industry AB | Former Board Member | Not disclosed |
| Cederroth International AB | Former Board Member | Not disclosed |
Board Governance
- Independence and refresh: Orion’s Board is a supermajority independent (8/9 nominees), with Hoogerbrugge qualified as independent if elected; Board refresh adds five new independent directors in five years, including Hoogerbrugge in 2025 .
- Committee structure: Standing committees are Audit, Compensation, and Nominating, Sustainability & Governance; Executive Committee convenes as needed; 2024 committee memberships and meeting counts are disclosed .
- Attendance and engagement: 2024 attendance was 98% for Board, 98% for committees, and 100% for plant visits; all directors attended 2024 meetings except one missed meeting by retiring Winkhaus .
- Risk oversight: Board oversees strategy, ERM, financial reporting, cybersecurity, sustainability; Audit Committee strengthened controls after 2024 misappropriation incident and engaged forensic/IT advisors .
- Governance safeguards: Robust stock ownership guidelines; prohibition on hedging/short sales/pledging; clawback policy for executives; regular executive sessions and succession planning processes .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑executive directors) | $105,000 | For FY2025 upon shareholder approval |
| Equity grant (restricted Common Shares) | $137,500 | Generally vests only if director serves the full ~one‑year term |
| Chair fee – Board | $105,000 | Additional cash retainer for non‑executive Chair |
| Chair fee – Audit Committee | $25,000 | Additional cash retainer |
| Chair fee – Compensation Committee | $25,000 | Additional cash retainer |
| Chair fee – Nominating, Sustainability & Governance | $20,000 | Additional cash retainer |
| Committee member fee – Audit | $10,000 | Additional cash retainer |
| Committee member fee – Compensation | $7,000 | Additional cash retainer |
| Committee member fee – Nominating, Sustainability & Governance | $5,000 | Additional cash retainer |
- Mix and vesting: Director pay emphasizes equity alignment with an approximately 43% cash / 57% equity mix ($105k cash; $137.5k equity); equity generally vests only upon full service of term .
Performance Compensation
Directors do not receive performance‑conditioned pay; equity is time‑based and contingent on service . For oversight of pay‑for‑performance, Orion’s incentive frameworks and metrics are:
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Short‑Term Incentive (STI) metrics and targets (company‑wide, executives): | Measure | Weight | Threshold (50%) | Target (100%) | Max (200%) | |---|---|---|---|---| | Adjusted EBITDA | 65% | $280MM | $350MM | $385MM | | Safety (OSHA recordables) | 5% | 3 | 2 | 1 | | Sustainability (EcoVadis industry percentile) | 5% | 80th | 90th | 95th |
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2024 STI outcomes (company‑level): | Measure | Weight | 2024 Actual | Payout % | |---|---|---|---| | Adjusted EBITDA | 65% | $302.2MM | 42.9% | | Safety | 5% | OSHA recordables 6 | 0% | | Sustainability | 5% | 99th percentile | 200% (10% contribution overall) | | Emerge Stronger (projects) | 25% | Avg payout 114% | 28.5% contribution |
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Long‑Term Incentive (PSU) weights: | Metric | Weight | Notes | |---|---|---| | Relative TSR (vs avg S&P Small‑Cap 600 and S&P 600 Chemicals) | 50% | 3‑year period; capped at 100% if absolute TSR declines ≥10% | | ROCE | 25% | Annual measurement across 3 years | | Sustainability | 12.5% | Based on latest EcoVadis score in period | | Employee Engagement | 12.5% | Latest Korn Ferry survey benchmark |
Other Directorships & Interlocks
| Entity | Industry Link to Orion | Potential Interlock/Conflict Notes |
|---|---|---|
| Dometic AB | Consumer/outdoor appliances | No Orion related‑party transactions disclose Dometic; Orion’s Audit Committee pre‑approves and oversees related party transactions; none named with these entities . |
| BA Glass | Containers | Same as above; no disclosed transactions . |
| Jumbo Food Group | Grocery retail | Same as above . |
| Broadview Holding B.V. | Industrial holdings | Same as above . |
- Related‑party framework: Transactions ≥$120k with directors/related persons require Audit Committee approval; 2024 related parties were DGW (JV) and ArcelorMittal, with purchases/sales/payables disclosed; none reference Hoogerbrugge’s external entities .
Expertise & Qualifications
- Deep manufacturing, engineering, supply chain, procurement, and sustainability experience across Unilever, Danone, Cloetta; 30 years of operational leadership in global consumer/industrial products .
- Chemical engineering education (Rijksuniversiteit Groningen), directly relevant to Orion’s materials business .
- Boardroom experience across eight companies, including three public listings; audit and remuneration committee service .
Equity Ownership
- Personal Orion share ownership: Not applicable pre‑election; not listed among current directors/NEOs in April 24, 2025 beneficial ownership table .
- Director ownership guidelines: Required minimum is 5x annual cash retainer, with five years to reach compliance; as of Dec 31, 2024, most directors in compliance, with temporary shortfalls due solely to stock price decline noted as of proxy date .
- Hedging/pledging prohibitions: Directors and employees prohibited from hedging, short sales, and pledging Company stock (alignment safeguard) .
Governance Assessment
- Board effectiveness: Hoogerbrugge adds strong operations and procurement expertise aligned with Orion’s manufacturing, sustainability, and circularity focus; Board intends to appoint her to at least one committee, which can enhance oversight breadth .
- Independence and conflicts: Independence affirmed; no disclosed related‑party transactions with her external boards; Audit Committee’s policy and review processes mitigate conflict risk .
- Attendance and engagement: Orion exhibits high Board/committee attendance and plant‑level engagement; while she has no historical attendance at Orion, the culture and expectations are clear and strong .
- Compensation alignment: Director pay emphasizes equity with service‑based vesting, promoting alignment without short‑term incentives; oversight of executive STI/LTI features targeted to EBITDA, safety, sustainability, ROCE, and rTSR supports pay‑for‑performance discipline .
- Risk indicators and red flags: None disclosed relating to Hoogerbrugge. Company faced a 2024 misappropriation incident; Audit Committee response (forensics/IT review and remediation oversight) indicates active governance posture, not tied to her candidacy .
- Watch items: Multiple current board roles could pose time‑commitment considerations; monitor post‑election committee assignment(s) and attendance. No pledging/hedging allowed, and ownership guidelines enforce alignment .
Overall: If elected, Hoogerbrugge’s operational expertise and public board experience should strengthen Orion’s Board oversight in manufacturing and sustainability, with independence and policy guardrails limiting conflict risk and supporting investor confidence .