Kerry Galvin
OrionAbout Kerry Galvin
Kerry A. Galvin, 64, has served on Orion S.A.’s Board since August 2018 and is a U.S. citizen. She chairs the Nominating, Sustainability and Governance (NSG) Committee and serves on the Audit Committee; the Board affirms her independence under NYSE rules. Her background includes 36+ years leading legal, compliance, risk, corporate governance and sustainability functions; education includes a B.S. in foreign service (Georgetown), J.D. (University of Michigan), and a NACD cybersecurity master class completed in early 2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axip Energy Services LP | Executive Officer & General Counsel | 2010–2015 | Led legal/compliance; broad risk, governance, sustainability exposure. |
| Lyondell Chemical Company | Executive Officer & General Counsel | 2000–2008 | Corporate finance, securities law, governance; advised boards. |
| Lyondell Chemical Company | In-house Counsel | 1990–2000 | Legal, compliance, governance foundation. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Corporate Counsel Association | Former Board Member | Not disclosed | Professional legal network governance. |
| University of Michigan Alumni Association | Former Board Member | Not disclosed | Alumni governance. |
| Georgetown University Board of Regents | Former Board Member | Not disclosed | Academic governance oversight. |
Board Governance
- Committee assignments: NSG Committee Chair; Audit Committee member; member of the Board’s Executive Committee alongside Board Chair, Audit Chair, and CEO (met once in 2024).
- Independence: The Board explicitly lists Ms. Galvin among its independent directors; Audit and NSG committee members are independent.
- Attendance and engagement: She attended 100% of Board and committee meetings in 2024; the Board recorded six meetings and high overall attendance (98% Board and committee).
- Committee meeting counts (FY 2024): Audit (4), Compensation (3), NSG (3), Executive (1).
- Risk oversight emphasis: Audit Committee focus included addressing a material weakness detected in Q3 2024, cybersecurity/AI policy, and reporting frameworks; NSG oversight included board composition, CSRD/ESRS assurance-readiness, double materiality, ESG strategy, and CEO succession.
Fixed Compensation
| Component (FY 2024) | Amount/Terms |
|---|---|
| Annual cash retainer | $105,000 for non-executive directors. |
| Committee chair fee (NSG) | $20,000 (NSG Chair). |
| Committee membership fee (Audit) | $10,000 (Audit member). |
| Total cash fees (Galvin) | $135,000 (matches retainer + NSG chair + Audit member). |
| Equity grant (annual) | Restricted Common Shares valued at $137,500 at grant; vest only if director serves full term. |
| Grant sizing (2024) | 6,086 RSUs valued at $137,500 granted June 21, 2024; vest day prior to 2025 AGM (June 25, 2025 for retiring director noted). |
Performance Compensation
| Element | Metric/Terms | Dates/Thresholds |
|---|---|---|
| Director equity (RSUs) | Time-based vesting contingent on service through term; no performance metrics disclosed for director equity. | Granted June 21, 2024; vest day prior to 2025 AGM. |
| Hedging/Pledging policy | Prohibits hedging, short sale, and pledging by directors/employees. | Ongoing policy; board-level governance. |
| Stock ownership guideline (directors) | 5x annual cash retainer; five-year compliance window for new directors. | As of Dec 31, 2024: all directors but two in compliance; as of proxy date, due solely to stock price decrease, all but five in compliance. |
No options, performance share metrics, or director-specific bonus plans are disclosed for non-executive directors; equity is service-based, aligning directors with shareholder outcomes without short-term targets.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Ms. Galvin. |
| Prior public company boards | Not disclosed. |
| Notable interlocks | Shared prior employer with Board Chair Dan Smith (retired Chairman/CEO of Lyondell Chemical); potential affinity risk, though no related-party transactions disclosed. |
| Related-party transactions | Board policy assigns approval to independent Audit Committee; no Galvin-specific related-party transactions disclosed in proxy. |
Expertise & Qualifications
- Skills: Legal, compliance, risk management, corporate governance, sustainability, finance; extensive public company executive experience.
- Cyber oversight: Completed NACD cybersecurity master class; the Board expanded oversight of cybersecurity and AI, with regular Audit Committee updates.
- ESG and succession: NSG Committee oversight of sustainability strategy and CEO succession planning.
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Kerry Galvin | 52,668 | <1% | Beneficial ownership includes shares/RSUs vesting on or before June 23, 2025. |
| Director RSUs (as of 12/31/2024) | 6,086 RSUs | N/A | Granted June 21, 2024; valued at $137,500; vest day prior to 2025 AGM. |
SAY-ON-PAY & Shareholder Feedback
| Proposal (AGM 2025) | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Kerry Galvin (Proposal 1(i)) | 44,062,587 | 902,043 | 473,849 | 3,508,523 |
| Approval of Board of Directors compensation (FY 2025) | 42,481,006 | 2,490,035 | 467,438 | 3,508,523 |
| Advisory vote on executive compensation (Say-on-Pay, 2024 NEOs) | 42,057,744 | 2,911,936 | 468,799 | 3,508,523 |
Governance Assessment
- Strengths: Independent director; Chair of NSG and member of Audit; 100% attendance; active oversight of material weakness remediation, cybersecurity and AI policy; strong director ownership guideline (5x retainer) and prohibition on hedging/pledging; shareholder-approved director pay structure combining moderate cash with annual equity that vests only upon full-term service.
- Potential risks/RED FLAGS: Historical affinity with Lyondell given shared prior employment with Board Chair; monitor for undue influence though no related-party transactions are disclosed. Board-level compliance with ownership guidelines is sensitive to stock price movements; continued oversight warranted.
- Investor confidence signals: Strong election support; director compensation approved; robust committee independence and executive sessions; explicit related-party transaction approval framework under Audit Committee reduces conflict risk.