Beverley A. Babcock
OLINAbout Beverley A. Babcock
Independent director since June 2019 (Age 64). She chairs Olin’s Audit Committee, serves on the Executive Committee, and is designated an “Audit Committee Financial Expert” under SEC rules. Previously CFO, SVP Finance & Administration and Controller of Imperial Oil; earlier held senior finance roles (Assistant Controller; VP Corporate Financial Services) at ExxonMobil and began her career at Clarkson Gordon (later Ernst & Young). She is a member of CPA Canada, a former member of the NYSE Listed Company Advisory Board, holds a BA from Queen’s University and an MBA from McMaster University, and serves on the board of Westinghouse Air Brake Technologies (Wabtec) and the Forté Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Imperial Oil Limited | CFO & SVP Finance & Administration; Controller | Sept 2015 – May 2018 | Led finance, administration, and control for publicly traded company majority‑owned by ExxonMobil . |
| ExxonMobil Corporation | VP Corporate Financial Services; Assistant Controller; other senior finance roles | 1998 – 2015 | Global finance leadership; treasury/accounting expertise across complex businesses . |
| Clarkson Gordon (Ernst & Young) | Auditor | Early career | Public accounting foundation; audit training . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westinghouse Air Brake Technologies Corp. (Wabtec) | Director | Current | Public company directorship . |
| Forté Foundation | Director | Current | Non-profit board (career advancement for women in business) . |
| NYSE Listed Company Advisory Board | Member | Former | Market structure and governance advisory experience . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NYSE standards; all nominees except the CEO (Lane) are independent . |
| Committees | Audit Committee (Chair); Executive Committee (Member) . |
| Audit Committee responsibilities | Oversees external auditor, financial reporting, ERM, compliance (including EHS), and cybersecurity risk oversight . |
| Attendance | 2024: Board held 6 meetings; every incumbent director attended 100% of Board and committee meetings on which they served . |
| Executive sessions | Non‑employee directors held executive sessions at each regular Board meeting in 2024 . |
| 2025 Shareholder vote (re‑election) | For: 90,634,789; Against: 935,869; Abstain: 199,235; Broker non‑votes: 13,251,600 (May 1, 2025) . |
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer . |
| Audit Chair retainer (cash) | $25,000 | Additional chair retainer . |
| Annual stock grant | $115,000 | Automatically credited as phantom stock units . |
| Annual stock retainer | $40,000 | Taken in shares or phantom stock units . |
| Beverley A. Babcock – 2024 actual | Cash fees: $125,000; Stock awards: $155,058; Total: $280,058 | Matches cash + chair retainer; stock equals $115,000 + $40,000 (rounding) . |
| 2025 program changes | Annual stock grant $140,000; Stock retainer $60,000; Audit Chair retainer $30,000 | Aligns closer to peer median; more equity emphasis . |
Performance Compensation
- Non‑employee directors do not receive performance‑conditioned pay (no STIP/PSUs tied to metrics); equity is delivered as time‑based phantom stock units and/or stock retainer to align with shareholders .
No director‑specific performance metrics, bonus formulas, or options are disclosed for non‑employee directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Related Party |
|---|---|---|
| Wabtec (NYSE: WAB) | Director | No Olin‑disclosed related‑party transactions in 2024 involving Wabtec or Babcock . |
| Forté Foundation | Director | Non‑profit; no related‑party exposure disclosed . |
- Board noted de minimis or immaterial transactions with National Grid (director Earl Shipp) and CF Industries (director W. Anthony Will), and concluded independence was not impaired; no such items involve Babcock .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition); deep financial literacy and capital markets experience .
- CFO experience (Imperial Oil) with global operations and treasury/accounting; extensive risk management exposure in cyclical, commodity businesses .
- Professional credential: Chartered Professional Accountants of Canada .
- Governance: Former NYSE advisory board member; current public company director (Wabtec) .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 27,953 | As of March 3, 2025; less than 1% of shares outstanding . |
| Phantom stock units (director deferred account) | 27,192 | No voting rights . |
| Hedging/pledging policy | Hedging and pledging prohibited; as of March 3, 2025 no director or executive had pledged Olin shares . | |
| Director ownership guideline | 5x annual retainer; all current non‑employee directors in compliance as of proxy date . |
Insider Trades
| Date (Filing) | Transaction | Shares | Value/Price | Source |
|---|---|---|---|---|
| May 1, 2025 (filed May 5, 2025) | Open‑market purchase (Code “P”) | 2,757 | ~$60,019 total | SEC Form 4 index and XML; Nasdaq summary . |
- Signal: Open‑market buying by an independent director shortly after re‑election supports alignment and confidence, complementing policy‑driven equity retainers .
Governance Assessment
-
Strengths
- Audit chair with CFO pedigree and SEC‑recognized financial expertise; Audit Committee oversees ERM, compliance and cybersecurity, which is central to investor confidence in a cyclical chemicals platform .
- Independence affirmed; 100% attendance; regular executive sessions of non‑management directors .
- Strong shareholder support for her 2025 re‑election (90.6M for vs. 0.94M against); company’s 2024 say‑on‑pay approval was 96.6%—a read‑through on compensation governance oversight .
- Prohibitions on hedging/pledging; no pledged shares by directors/executives as of record date .
- Additional positive signal: personal open‑market purchase in May 2025 .
-
Potential Risks/Considerations
- External public company directorship (Wabtec) adds time commitments, though only one public board is disclosed; no related‑party transactions involving Babcock were reported in 2024 .
- Director pay mix increases equity in 2025 (higher stock grant/retainer); while enhancing alignment, it modestly increases exposure to share price volatility for directors .
Board Governance (Supplemental Detail)
| Metric | 2024 Data |
|---|---|
| Board meetings | 6 meetings; 100% attendance by incumbents . |
| Audit Committee meetings | 5 meetings; annual self‑assessment completed in second half of 2024 . |
| Committee independence | Audit, Compensation, Nominating & Governance comprised solely of independent directors . |
| Compensation consultant | Exequity advised the Compensation Committee; assessed independent and without conflicts . |
Director Compensation Structure (Context)
| Element | Structure | 2024 | 2025 change |
|---|---|---|---|
| Cash retainer | Fixed | $100,000 | $100,000 (no change) . |
| Stock retainer | Equity (shares/phantom) | $40,000 | $60,000 . |
| Annual stock grant | Phantom stock units | $115,000 | $140,000 . |
| Committee chair – Audit | Additional cash (or deferral) | $25,000 | $30,000 . |
Related-Party Transactions and Conflicts
- Policy framework requires prior review of related party transactions and prohibits conflicted arrangements; none were reported for 2024. Specific supplier/customer transactions tied to other directors (National Grid; CF Industries) were deemed immaterial and not independence‑impairing; no such items involve Babcock .
Say‑on‑Pay & Shareholder Feedback (Company‑level)
| Year | Say‑on‑pay support |
|---|---|
| 2024 | 96.6% approval . |
These company‑level results provide a positive read‑through on compensation governance by the independent directors, including the Audit Chair’s broader oversight context .
Summary Signals for Investors
- Oversight quality: Audit Chair with CFO and public company board experience and 100% attendance, coupled with clear ERM/cyber oversight and annual committee self‑assessments, points to strong board effectiveness .
- Alignment: Material equity retainer/grant with hedging/pledging prohibitions and director ownership guidelines (compliance achieved) support long‑term alignment; further reinforced by her May 2025 open‑market purchase .
- Confidence: Strong re‑election vote and robust say‑on‑pay support are constructive governance signals for investors focused on board credibility and pay oversight .