Mary Lindsey
OrionAbout Mary Lindsey
Independent director of Orion S.A. (OEC); age 69; U.S. citizen; director since July 2020. Former CFO of Commercial Metals Company; designated “audit committee financial expert.” Education includes J.D., LL.M. in Taxation, and CERT Certificate in Cybersecurity Oversight (Carnegie Mellon). Serves on OEC’s Audit Committee; independence affirmed under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Metals Company | Chief Financial Officer | 2016–2019 | Senior executive accountability for finance; public company officer experience |
| Commercial Metals Company | VP, Tax & Investor Relations | 2015–2016 | Investor-facing and tax leadership |
| Commercial Metals Company | VP, Tax | 2009–2015 | Tax leadership |
| The Timken Company | Various roles incl. corporate attorney, business strategy, VP Tax & Tax Counsel | 1985–2005 | Legal, tax, strategy leadership |
External Roles
| Company | Role | Committee/Chair | Status |
|---|---|---|---|
| Lindsay Corporation | Director | Audit Committee Chair | Current |
| Methode Electronics, Inc. | Director | Audit Committee Chair | Current |
Board Governance
- Committee assignments: OEC Audit Committee member; Audit Committee chaired by Paul Huck in 2024; committee met 4x in 2024. Mary is designated an “audit committee financial expert.”
- Independence and attendance: Independent director; attended 100% of Board and committee meetings in 2024. Board-wide executive sessions occur at each regular meeting.
- Board structure and effectiveness: Independent Board Chair (Dan Smith); Chair and CEO roles separated; executive sessions at every regular Board and committee meeting; strong director engagement (98% Board/committee attendance across directors; 100% plant visit attendance in 2024).
- Risk oversight: Audit Committee oversees financial reporting, ICFR, enterprise risk, and cybersecurity; in 2024 focused on remediating a material weakness and reviewed AI/cyber risk scorecards.
- Shareholder alignment policies: Robust ownership guidelines (5x annual cash retainer for directors); prohibitions on hedging, short sales, and pledging of company stock by directors.
Fixed Compensation
| Item | 2024 (Actual for Mary) | 2025 (Proposed Structure) |
|---|---|---|
| Annual cash retainer (non-exec director) | $105,000 (included in $115,000 cash paid with committee fees) | $105,000 |
| Committee member fees (Audit) | $10,000 (member; not chair) → total cash $115,000 | $10,000 (Audit member) |
| Committee chair fees | N/A (not a chair) | N/A unless appointed chair |
| Board Chair premium | N/A | N/A (only for non-exec Chair) |
Notes:
- Mary’s 2024 director compensation totaled $252,500: cash $115,000; stock awards $137,500. Equity is time-based and vests with service through the one-year term.
Performance Compensation
| Grant | Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024/2025 annual director grant | Restricted stock/RSUs | June 21, 2024 | 6,086 | $137,500 | Vests the day prior to the 2025 AGM (service-based only) |
| 2025 proposal | Restricted Common Shares | At issuance in 2025 | Not specified | $137,500 | Generally vests upon service through one-year term |
Performance metrics: Not applicable for director equity; awards are service-based with time vesting (no performance conditions).
Other Directorships & Interlocks
| External Company | Potential Interlock with OEC | Notes |
|---|---|---|
| Lindsay Corporation | None disclosed | No OEC related-party transactions tied to Mary Lindsey disclosed. |
| Methode Electronics, Inc. | None disclosed | No OEC related-party transactions tied to Mary Lindsey disclosed. |
Related-party oversight: The Audit Committee (independent) reviews and approves related-party transactions >$120,000 per policy. 2024 related-party transactions involved a JV (DGW) and ArcelorMittal; none involved Mary Lindsey.
Expertise & Qualifications
- Financial expert (Audit Committee Financial Expert designation); deep accounting, tax, and legal expertise; former public company CFO.
- Cybersecurity oversight credential (CERT Certificate, Carnegie Mellon).
- Governance and audit leadership across multiple public companies (chairs two external audit committees).
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mary Lindsey | 42,954 | <1% (as indicated by “*” in company table) | Includes time-based equity that vested or will vest by June 23, 2025; 6,086 RSUs granted June 21, 2024 vest day before 2025 AGM. Hedging/pledging prohibited; Director ownership guideline = 5x annual cash retainer (board-wide compliance varies with stock price). |
Guideline compliance: As of Dec 31, 2024, all directors but two were in compliance; due solely to a stock price decrease, all but five were in compliance as of the proxy date (individual director status not enumerated).
Governance Assessment
- Strengths for investor confidence
- Independent director with 100% attendance and Audit Committee service; designated financial expert—supports strong financial oversight.
- Equity component of director pay (time-based RS/RSUs) aligns with shareholder value while maintaining independence (no performance linkage that could compromise oversight).
- Robust governance framework: independent Chair; regular executive sessions; stringent ownership and anti-hedging/pledging policies; related-party transaction review by independent Audit Committee.
- External audit chair roles at two public companies deepen audit/risk expertise beneficial to OEC’s Audit Committee.
- Watch items / Red flags to monitor
- 2024 fraud/misappropriation incident increased focus on controls; Audit Committee (including Mary) oversaw investigation and remediation—no IT/data breach, but a material weakness addressed. Continued follow-through on ICFR remediation is a key oversight test.
- Board guideline compliance can fluctuate with share price; continued tracking of individual director compliance required (proxy does not disclose director-by-director compliance detail).
- Compensation structure implications
- Director compensation mix modest and balanced (2024: cash $115k; equity $137.5k), with service-based vesting promoting retention without pay-for-performance distortions at the board level.
Notes: All information sourced from OEC’s 2025 DEF 14A proxy statement.