Michel Wurth
OrionAbout Michel Wurth
Michel Wurth, 71, is an independent director at Orion S.A. (OEC) since July 2020. He is a former Senior Executive Vice President and CFO of Arcelor/ARBED with deep credentials in manufacturing, strategy, sustainability, finance, and operations; his education includes an M.S. in Economics (LSE), M.S. in Law (Grenoble), Doctor of Law honoris causa, and a Political Science degree (Sciences Po Grenoble) . He serves on Orion’s Nominating, Sustainability and Governance Committee, attended 100% of Board and committee meetings in 2024, and is classified independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcelor | Senior Executive Vice President; CFO | 2002–2014 | Global finance leadership for a publicly listed industrial company |
| ArcelorMittal Group Management Board | Member responsible for Flat Carbon Europe, Global R&D, Distribution Solutions, Long Carbon Worldwide | 2006–2014 | Strategic oversight across major industrial segments |
| ARBED Group (predecessor of Arcelor) | CFO | 1996–2002 | Enterprise finance and capital allocation |
| ARBED Group | Corporate Secretary and various roles | 1979–1996 | Governance, legal, and corporate administration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ArcelorMittal Luxembourg S.A. | Chairman of the Board | — | Group subsidiary leadership |
| ArcelorMittal S.A. | Member, Sustainability Committee | — | Public company committee role (interlock) |
| Dillinger Hütte Saarstahl | Vice-Chair, Supervisory Board; Präsidium member (ArcelorMittal Group) | — | Industrial governance |
| Dillingen FRG Dillinger Hütte AG | Vice-Chair, Supervisory Board; Präsidium member (ArcelorMittal Group) | — | Industrial governance |
| Axiomatic S.A. | Director | — | Board member |
| Paul Wurth Real Estate S.A. | Chairman of Board | — | Real estate governance |
| Luxembourg Central Bank | Member | — | National institutional role |
| Luxembourg Chamber of Commerce | Honorary Chairman | — | Business community leadership |
| SMS Group | Former Board Member | — | Prior industrial board experience |
Board Governance
- Committee assignments: Member, Nominating, Sustainability and Governance Committee; not a chair .
- Independence: Classified independent; Board has supermajority independence; only CEO is non-independent .
- Attendance and engagement: 100% Board and committee attendance in 2024; Board met six times plus working sessions and plant visit; executive sessions at each regular meeting .
- Board structure: Independent Chair separate from CEO; committees have defined charters and risk oversight roles, including sustainability oversight via NSG and cybersecurity via Audit Committee .
Fixed Compensation
| Year | Cash (Fees/Retainers) | Equity Grant (RSUs) | Total |
|---|---|---|---|
| 2024 actual | $110,000 | $137,500 grant-date fair value; 6,086 RSUs granted June 20–21, 2024 | $247,500 |
| 2025 Board policy (approved) | $105,000 base cash retainer; plus $5,000 for NSG committee membership (non-chair) | $137,500 restricted Common Shares (time-based vesting for the director’s annual term) | Structure approved; director-level amounts follow policy |
Notes:
- Chair and committee retainers: Audit Chair +$25k; Compensation Chair +$25k; NSG Chair +$20k; non-chair members: Audit +$10k, Compensation +$7k, NSG +$5k .
- VAT note: Luxembourg VAT on director fees ceased for Wurth in 2024 following court decisions; refund for 2018–2023 under determination .
Performance Compensation
| Element | Grant Date | Shares | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual director RSUs | June 20–21, 2024 | 6,086 | $137,500 | Vest the day prior to the 2025 AGM; service-based only | None disclosed for directors; grants vest upon service (no KPI) |
Other Directorships & Interlocks
| Entity | Role | Relationship to OEC | 2024 Related-Party Transactions |
|---|---|---|---|
| ArcelorMittal S.A. | Member, Sustainability Committee | Interlock via Wurth’s committee role at a public company | Purchases from ArcelorMittal: $0.3 million; no trade receivables/payables reported |
- Related-party governance: Audit Committee reviews and approves related-party transactions under a formal policy; annual questionnaires to flag conflicts; committee considers independence, terms, purpose, and reputational risk .
Expertise & Qualifications
- Manufacturing, strategy, sustainability, finance, and operations expertise; senior leadership experience at Arcelor/ARBED and ArcelorMittal Group Management Board .
- Education: M.S. Economics (LSE); M.S. Law (Grenoble); Doctor of Law honoris causa; Political Science (Sciences Po Grenoble) .
- Sustainability focus highlighted in his director Q&A and NSG Committee work .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Michel Wurth | 32,954 | <1% | Includes shares vesting on or before June 23, 2025 per SEC rules |
| RSUs held (as of 12/31/2024) | 6,086 | — | RSUs vest before 2025 AGM; service-based vesting |
- Stock ownership guideline: Directors must hold shares equal to 5x annual cash retainer; new directors have five years to comply. As of 12/31/2024, all but two directors were in compliance; due solely to stock price decline, as of the proxy date all but five were in compliance (group-level disclosure) .
- Hedging/pledging: Company policies prohibit hedging, short sales, and pledging by directors and employees .
Governance Assessment
- Board effectiveness: Wurth’s industrial finance/sustainability background and NSG Committee role align with Orion’s sustainability strategy and EU CSRD preparation; independence confirmed under NYSE rules .
- Engagement: 100% attendance signals strong commitment; Board conducts regular executive sessions and structured evaluations; visit to key plants enhances oversight .
- Alignment and pay structure: Director compensation balances cash and equity, with equity vesting on service to strengthen alignment; no performance-linked director pay; independent consultant (Korn Ferry) supports compensation governance .
- Conflicts: Potential interlock via ArcelorMittal is mitigated by modest transaction volume ($0.3 million purchases) and a robust related-party approval framework under Audit Committee oversight; continue monitoring for changes in transaction magnitude or roles at ArcelorMittal .
- RED FLAGS: None evident on attendance, independence, or pledging/hedging; administrative VAT refunds noted but not a governance concern .
- Insider activity: No Form 4 filings identified in our search for Wurth at OEC; continue surveillance around grant/vesting dates (search yielded no results) [No information found matching your search criteria.].