Paul Huck
OrionAbout Paul Huck
Independent director since July 2014; age 75. Former CFO of Air Products & Chemicals with 30+ years of financial leadership in chemicals; audit committee financial expert. Currently Audit Committee Chair and member of the Compensation Committee; also serves on the Board’s Executive Committee alongside the Chair, NSG Chair, and CEO. Education: B.S. Mathematics (U.S. Naval Academy) and MBA (Cornell). Independence affirmed under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Products and Chemicals | Chief Financial Officer | 2004–2013 | Led finance and accounting in a global chemicals enterprise |
| Air Products and Chemicals | Corporate Controller | 1994–2004 | Oversaw financial reporting and controls |
| Air Products and Chemicals | Various finance/controlling roles | 1979–1994 | Progressive leadership in finance |
| U.S. Navy | Officer | N/A | Leadership/discipline background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| St. Luke’s University Health Network | Board Member | Current | Non-profit healthcare board service |
| AdvanSix, Inc. | Director | Former | Public company board; chemicals industry |
| NewPage Corporation | Director | Former | Public company board |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; Executive Committee member (with Board Chair, NSG Chair, CEO). Audit met 4x in 2024; Compensation met 3x; Executive Committee met once.
- Attendance and engagement: 100% attendance for Board/committee meetings in 2024; company-wide: 98% Board/committee attendance and 100% plant-visit attendance. Executive sessions held at each regular Board and committee meeting.
- Expertise: Designated “audit committee financial expert”; Audit Committee oversees financial reporting, internal controls, ERM, and cybersecurity (uses NIST framework; standing reviews every meeting).
- 2024 fraud/control response: As Audit Chair, oversight included engaging external forensics and IT firms, reviewing remediation and pursuing recovery after a $55.7M net wire-transfer fraud loss; Audit Committee intensified internal control focus thereafter.
Fixed Compensation
| Component (Director Pay) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | 2024 structure, continued for 2025 if approved |
| Audit Committee Chair retainer | $25,000 | As Audit Chair |
| Compensation Committee member retainer | $7,000 | Non-chair member |
| Total cash (2024 actual) | $137,000 | Matches fees earned (cash) in 2024 director comp table |
| Equity grant (time-vested RSUs/restricted shares) | $137,500 | Annual director equity value at grant |
| 2024 grant details | 6,086 units | Granted June 20–21, 2024; vests day prior to 2025 AGM (service-based) |
2024 Director Compensation (Huck): Fees earned in cash $137,000; Stock awards $137,500; Total $274,500. Mix ≈ 50% cash / 50% equity.
Performance Compensation
| Pay Element | Performance Metric(s) | Weighting | Vesting/Measurement Window |
|---|---|---|---|
| Director equity (RSUs/restricted shares) | None disclosed for directors (service-based vesting only) | N/A | Vests the day prior to next AGM; e.g., 2024 grants vest prior to 2025 AGM |
No performance metrics are tied to director compensation; equity is time-based and contingent on continued service.
Other Directorships & Interlocks
| Entity | Relationship to OEC | Potential Interlock/Conflict |
|---|---|---|
| St. Luke’s University Health Network | No disclosed OEC business | None disclosed |
| AdvanSix, Inc. (former) | Chemicals; no OEC RPT disclosed | None disclosed |
| NewPage Corporation (former) | Paper; no OEC RPT disclosed | None disclosed |
- Related-party transactions policy assigns review/approval to the independent Audit Committee. 2024 related-party transactions involved only DGW (JV) and ArcelorMittal; none attributed to Huck.
Expertise & Qualifications
- Financial expert with deep CFO/controllership experience in chemicals; designated Audit Committee financial expert.
- Governance and cybersecurity: Audit Committee reviews cybersecurity status each meeting; Board uses NIST framework; Huck cited the Board’s increased cybersecurity focus as a standout activity.
- Education: U.S. Naval Academy (B.S. Mathematics), Cornell MBA; U.S. Navy leadership background.
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (as of April 24, 2025) | 71,272 shares | “Less than 1%” of outstanding; based on 56,319,292 shares outstanding |
| RSUs held by non-exec directors | 6,086 units each | Granted June 2024, valued $137,500; vests prior to 2025 AGM |
| Post-AGM 2025 equity award (Form 4) | 12,935 shares | Awarded 2025-06-27; post-transaction ownership 84,207 shares (director) |
| Hedging/Pledging policy | Prohibited for directors | Company policy bars hedging, short sales, and pledging |
| Director ownership guideline | 5x annual cash retainer | Five-year compliance window; proxy notes compliance fluctuated with price |
Insider Trades (Form 4) – Last 3 Years
| Transaction Date | Filing Date | Type | Shares | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2023-06-22 | 2023-06-27 | A – Award | 5,250 | 65,186 | |
| 2023-06-08 | 2023-06-29 (Amend.) | A – Award (A) | 5,250 | 65,186 | |
| 2024-06-21 | 2024-06-24 | A – Award | 6,086 | 71,272 | |
| 2025-06-27 | 2025-06-30 | A – Award | 12,935 | 84,207 |
Governance Assessment
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Strengths
- Audit Committee leadership and financial expertise; designated “audit committee financial expert.” This supports robust oversight of financial reporting, ERM, and cybersecurity, including systematic NIST-based reviews.
- High engagement and reliability: 100% meeting attendance in 2024 and participation in Board plant visits; participates in executive sessions framework that promotes independent oversight.
- Ownership alignment: Meaningful beneficial holdings; annual equity grants with service-based vesting; stringent ownership guideline (5x retainer) and prohibitions on hedging/pledging.
- Active oversight response to 2024 fraud incident: Engaged forensics/IT firms, reviewed remediation, and pursued recovery—signals accountability and remediation focus.
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Watch items
- Internal-control resilience: 2024 misappropriation event and a material weakness prompted enhanced controls; as Audit Chair, ongoing monitoring of remediation effectiveness is a key focal point for investor confidence.
- Board refresh/tenure: Huck’s long tenure (since 2014) underscores institutional knowledge but requires balanced refreshment; Board added five new independent directors over the last five years, mitigating entrenchment risk.
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Conflicts and related-party exposure
- No related-party transactions disclosed involving Huck; the Company’s related-party policy vests approval with the independent Audit Committee; 2024 RPTs limited to JV DGW and ArcelorMittal.
Appendix: Director Compensation Detail (Huck – 2024)
| Metric | Value |
|---|---|
| Fees Earned in Cash | $137,000 |
| Stock Awards (Grant-Date Fair Value) | $137,500 |
| 2024 RSU Count and Vesting | 6,086 units; vest day prior to 2025 AGM (service condition) |
| 2025 Director Pay Structure (Proposed/Approved) | Cash retainer $105k; equity $137.5k; Audit Chair $25k; Comp Chair $25k; NSG Chair $20k; committee member fees: Audit $10k, Comp $7k, NSG $5k |