Carol A. Williams
OLINAbout Carol A. Williams
Independent director since October 2015; age 67. Former Dow Chemical executive with 34 years of experience spanning manufacturing, engineering, supply chain, EHS, and R&D, and deep chlor‑alkali industry expertise. Currently Chair of Olin’s Nominating & Governance Committee and a member of the Executive Committee. Holds a bachelor’s degree in chemical engineering from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dow Chemical Company | Special Advisor to the CEO | Jan 2015–2015 | Senior advisory role |
| The Dow Chemical Company | EVP, Manufacturing & Engineering; added Supply Chain & EHS Ops | Sep 2011–Dec 2014 | Led global ops; EHS oversight added in 2012 |
| The Dow Chemical Company | President, Chemicals & Energy | Aug 2010–Aug 2011 | Led chemicals & energy businesses |
| The Dow Chemical Company | SVP, Basic Chemicals | Jan 2009–Jul 2010 | Led basic chemicals |
| The Dow Chemical Company | VP, Global Chlor‑alkali Assets; Operations Leader; R&D leadership roles | Various | Progressed from R&D to operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O‑I Glass, Inc. | Director | May 2014–present | Nominating/Corporate Governance; Compensation & Talent Development; Independent Board Chair 2015–2021 |
| Carnegie Mellon University | Engineering Advisory Board; Energy Futures Institute Presidential Consultation Committee | Current | Advisory roles |
| Zep, Inc. | Director | 2012–Jun 2015 | Board service |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; member, Executive Committee .
- Independence: Board determined Williams independent under NYSE standards; all nominees except CEO Kenneth T. Lane are independent .
- Attendance: In 2024, Board held six meetings; each incumbent director attended 100% of Board and committee meetings; executive sessions held at each regular meeting .
- Executive Committee activity: No Executive Committee meetings were held in 2024 .
- Nominating & Governance Committee remit includes director selection, board composition, succession, committee structures, performance evaluation, advance review of related‑party transactions (Item 404) with authority to prohibit and hire independent advisors .
- Hedging/pledging: Insider trading policy broadly prohibits hedging/monetization and pledging by directors/executives; as of March 3, 2025, no director or executive had pledged shares .
- Say‑on‑pay: 2024 shareholder say‑on‑pay support ~96.6% (over 96%) .
| 2024 Board Activity | Count |
|---|---|
| Board meetings | 6 |
| Audit Committee meetings | 5 |
| Executive sessions of non‑employee directors | Held as part of each regular Board meeting |
| Executive Committee meetings | 0 |
Fixed Compensation
- Program framework (2024): Directors receive annual stock grant and stock/cash retainers; additional retainers for leadership roles; charitable match available .
- Program revisions (effective 2025): Increases to equity emphasis and chair retainers; positioned near median of peer group per Exequity analysis .
| Element | 2024 Amount | Election/Terms |
|---|---|---|
| Annual Stock Grant | $115,000 | Automatically credited as phantom stock units in deferred stock account |
| Annual Retainer – Stock | $40,000 | Taken in shares or phantom stock units |
| Annual Retainer – Cash | $100,000 | Taken in cash or deferred (phantom stock/cash account) |
| Additional Lead Director Retainer | $30,000 | Cash or deferred |
| Additional Nominating & Governance Chair Retainer | $15,000 | Cash or deferred |
| Additional Compensation Chair Retainer | $20,000 | Cash or deferred |
| Additional Audit Chair Retainer | $25,000 | Cash or deferred |
| Charitable match program | Up to $5,000 at 50% match | Eligible charitable gifts under §501(c)(3) |
| Element | 2025 Amount (Approved Dec 13, 2024) | Change vs 2024 |
|---|---|---|
| Annual Stock Grant | $140,000 | Increased; greater equity emphasis |
| Annual Retainer – Stock | $60,000 | Increased |
| Annual Retainer – Cash | $100,000 | No change |
| Additional Lead Director Retainer | $35,000 | Increased |
| Additional Nominating & Governance Chair Retainer | $20,000 | Increased |
| Additional Compensation Chair Retainer | $25,000 | Increased |
| Additional Audit Chair Retainer | $30,000 | Increased |
| Additional Non‑Executive Board Chair Retainer | $150,000 | N/A (role‑specific) |
| Carol A. Williams – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 115,000 |
| Stock Awards (grant‑date fair value) | 155,058 |
| All Other Compensation (incl. charitable match) | 5,000 |
| Total | 275,058 |
Additional terms:
- Fair market value used to determine shares for phantom/common stock awards equals average of high/low price on May 1 (or first NYSE trading day in May) .
- Directors may defer cash to cash or stock accounts; deferred cash earns quarterly interest; phantom stock receives dividend equivalents; paid in shares or cash upon departure or later elected dates; balances paid upon change‑in‑control per plan terms .
Performance Compensation
- Directors do not have performance‑contingent pay elements; stock awards are time‑based as phantom stock units/common stock with deferral options; no options disclosed for non‑employee directors .
- No director meeting fees are disclosed; compensation delivered via retainers and stock grants with deferral elections; no hedging permitted on any awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| O‑I Glass, Inc. | Director | Nominating/Corporate Governance; Compensation & Talent Development; Independent Board Chair 2015–2021 |
| Carnegie Mellon University | Advisory boards | Engineering Advisory Board; Energy Futures Institute Presidential Consultation Committee |
| Zep, Inc. | Director | Board service (2012–Jun 2015) |
- Related‑party transactions oversight resides with the Nominating & Governance Committee; policy requires advance review and prohibits transactions inconsistent with shareholder interests .
- 2024 related‑person transactions: None (Item 404) .
- Board identified immaterial transactions with National Grid plc (director Earl Shipp on that board) and CF Industries (director Anthony Will CEO); Board determined no material interest and independence preserved; these do not involve Williams .
Expertise & Qualifications
- Chlor‑alkali and general chemicals industry knowledge; manufacturing, purchasing, supply chain, and R&D leadership .
- Senior operating experience at Dow; board leadership experience as Independent Chair (O‑I Glass) .
- Chemical engineering degree (Carnegie Mellon) .
Equity Ownership
| Metric (as of March 3, 2025) | Value |
|---|---|
| Beneficially owned shares | 50,617 |
| Percent of common stock | — (does not exceed 1%) |
| Phantom stock units in deferred account | 44,048 |
| Shares subject to options exercisable in 60 days | — (none disclosed for directors) |
| Shares outstanding (basis for % calc) | 115,083,118 |
| Pledged shares | None for any director/executive |
| Voting rights of phantom units | None (no voting rights) |
Alignment considerations:
- Significant phantom stock holdings indicate ongoing equity exposure; deferral and dividend equivalents reinforce long‑term alignment .
- Broad prohibition on hedging/pledging strengthens alignment and mitigates collateral risk .
Governance Assessment
- Board effectiveness: Williams chairs a key gatekeeper committee (Nominating & Governance) with explicit authority over board composition, succession, committee structures, performance evaluations, and pre‑approval/prohibition of related‑party transactions—supports robust governance oversight .
- Independence and engagement: NYSE‑compliant independence; 100% attendance in 2024; participation in executive sessions; Executive Committee membership (no meetings in 2024) .
- Compensation and alignment: Director pay structure places higher weight on equity (2025 increases), with transparent retainer levels and deferral mechanics; her 2024 total of $275,058 reflects standard chair retainer and stock awards; charitable match is limited and disclosed .
- Conflicts and red flags: No related‑person transactions in 2024; stringent hedging/pledging prohibitions; no pledges outstanding; no disclosed interlocks involving Williams that transact with Olin—low conflict profile .
- Shareholder signals: Strong say‑on‑pay support (~96.6% in 2024) suggests investor confidence in compensation governance overseen by independent committees; Exequity serves as independent comp consultant with no conflicts .
Overall, Williams’ profile reflects seasoned chemicals operations expertise, strong independence, active governance leadership, and clean conflict posture—supportive for investor confidence and board quality at Olin .