Carol Williams
Director at OI
Board
About Carol A. Williams
Carol A. Williams, age 67, has served on O-I Glass’s Board since 2014 (11 years of tenure). She is an independent director with a 34-year career at Dow Chemical, culminating as EVP for Manufacturing & Engineering, Supply Chain and EHS Operations, and later Special Advisor to the CEO (retired early 2015). She holds a B.S. in Chemical Engineering from Carnegie Mellon and completed NACD cybersecurity coursework, with multiple industry recognitions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Chemical Company | Special Advisor to the CEO; previously EVP Manufacturing & Engineering, Supply Chain & EHS Ops; Senior VP Basic Chemicals (2009); President, Chemicals & Energy (2010) | ~1981–2015 (retired early 2015) | Led large-scale operations, R&D-to-operations transitions; enterprise EHS and supply-chain oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olin Corporation | Director | Oct 2015–present | Not disclosed in O-I proxy |
| Zep, Inc. | Director | 2012–2015 | Not disclosed in O-I proxy |
Board Governance
- Independence: The Board determined Williams is independent under NYSE listing standards; no material relationships with the Company beyond her role as director.
- Committees: Compensation & Talent Development (member), Nominating/Corporate Governance (member); not a chair.
- Meeting attendance: All directors attended >75% of Board and relevant committee meetings; directors averaged >95% attendance. Full Board met 8 times in 2024; Audit 11, Compensation 8, Nominating 7.
- Board leadership: Independent Board Chair (John Humphrey); non-employee directors held seven executive sessions in 2024.
- Governance policies: Anti-hedging/pledging; director stock ownership guideline of 5x annual cash retainer; 100% net profit shares retention until guideline met.
Fixed Compensation
| Component | Policy Detail | 2024 Williams Actual |
|---|---|---|
| Annual cash retainer | $92,500 | $92,500 |
| Committee membership fees | Audit $20,000; Compensation $15,000; Nominating $10,000 | $25,000 (Comp + Nominating) |
| Chair/IBC premiums | IBC $150,000; Audit Chair $25,000; Comp Chair $20,000; Nominating Chair $15,000 | $0 (not a chair) |
| Total cash fees | Sum of above | $117,500 |
| Other compensation | Matching gifts (up to $55,000/yr director cap) | $20,000 |
Note: Non-employee directors are reimbursed for Board/committee meeting expenses; optional deferred compensation plan available.
Performance Compensation
Directors do not receive performance-based pay. Equity is delivered as time-based RSUs with dividend equivalents payable only upon vesting.
| Equity Element | Policy Detail | Williams 2024 |
|---|---|---|
| Annual RSU grant value | $150,000 (raised to $160,000 effective 2025) | $150,000 |
| Vesting schedule | RSUs vest in full at the next annual meeting; pro rata on certain terminations; full vest on change-in-control | As per policy |
| Unvested RSUs at 12/31/2024 | Count of RSUs vesting within 60 days | 10,933 |
Other Directorships & Interlocks
- Current public company boards: Olin Corporation (since Oct 2015). Prior public company board: Zep, Inc. (2012–2015).
- Compensation Committee interlocks: None; no member of the Compensation & Talent Development Committee was an officer/employee or had relationships requiring Item 404 disclosure; no cross-board compensation committee interlocks disclosed.
- Related person transactions: The Nominating/Corporate Governance Committee reviews any related person transactions; none disclosed for Williams.
Expertise & Qualifications
- Deep management experience across manufacturing, purchasing, supply chain, and R&D; extensive chemical/process engineering background.
- Board skills matrix: Manufacturing operations, corporate governance, financial, risk management, engineering, cybersecurity/data privacy, ESG & climate risk.
- Education and training: B.S. Chemical Engineering (Carnegie Mellon); NACD cybersecurity course; multiple awards and industry recognition.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 96,938 |
| Ownership as % of shares outstanding | ~0.063% (96,938 / 154,668,859) |
| Unvested RSUs (vest within 60 days of 3/19/2025) | 10,933 |
| Stock ownership guideline | 5x annual cash retainer; retain 100% of net profit shares until met |
Anti-hedging and pledging prohibitions apply to directors.
Governance Assessment
- Strengths: Independent status; robust attendance; service on key governance and compensation committees; equity alignment via RSUs and director ownership guidelines; strong anti-hedging/pledging and clawback policies.
- Compensation mix: Balanced cash retainer plus annual RSU grant ($150,000 in 2024; $160,000 from 2025), with clear vesting and dividend-equivalent policies tied to vesting.
- Shareholder signals: Company Say-on-Pay support was 97% in 2024 and 2023, indicating positive investor sentiment toward pay practices overseen by the Compensation & Talent Development Committee.
- Potential conflicts/red flags: No related-party transactions or compensation committee interlocks disclosed for Williams; no pledging/hedging permitted. Monitor any evolving business overlaps with Olin (chemicals) though none are disclosed in O-I’s proxy.