Earl L. Shipp
OLINAbout Earl L. Shipp
Independent director since October 2017 (age 67). Former Vice President, US Gulf Coast Operations at The Dow Chemical Company; prior leadership roles included President, Dow Middle East, India & Africa and President, Basic Chemicals Group. NACD Cyber Security Oversight Certified; B.S. Chemical Engineering, Wayne State University; completed executive education at Indiana State University School of Business; holds a U.S. Coast Guard Captain’s License .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dow Chemical Company | Vice President, US Gulf Coast Operations | Nov 2010–Sep 2017 | Led large-scale chemical operations and EHS oversight |
| The Dow Chemical Company | President, Middle East, India & Africa | Jun 2006–Oct 2010 | Expanded regional presence; operations leadership |
| The Dow Chemical Company | President, Basic Chemicals Group | May 2007–May 2009 | Commodity chemicals leadership, chlor-alkali exposure |
| The Dow Chemical Company | VP & Site Director, Louisiana Operations; Global Operations Director, PO/PG; Business Director, PO/PG; Business VP, Oxides & Glycols | Various | Manufacturing/engineering and business leadership across oxides/glycols value chains |
External Roles
| Organization | Role | Committees |
|---|---|---|
| National Grid plc | Director | Chair, Safety & Sustainability; Member, People & Governance |
| Great Lakes Dredge & Dock Co. | Director | Audit; Compensation |
| Economic Development Alliance of Brazoria County, Texas | Director; Executive Committee | Economic development and community engagement |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Executive Committee .
- Independence: Board determined Shipp independent under NYSE standards .
- Attendance and engagement: Board met six times in 2024; each incumbent director attended 100% of Board and committee meetings; non‑employee directors held executive sessions at each regularly scheduled Board meeting .
- Board leadership: Roles of CEO and Chair separated since March 18, 2024 (Chair: William H. Weideman); no lead director .
Fixed Compensation
| Element (2024 program) | Amount | Election/Notes |
|---|---|---|
| Annual Stock Grant | $115,000 | Credited as phantom stock units in Director’s deferred stock account |
| Annual Retainer – Stock | $40,000 | Taken in common stock or phantom stock units |
| Annual Retainer – Cash | $100,000 | Cash or deferred (phantom stock or cash account) |
| Additional Chair Retainers | Compensation Chair $20,000; Audit Chair $25,000 | Paid in cash or deferred |
Director-specific 2024 compensation (actual):
| Director | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Earl L. Shipp | 120,033 | 155,058 | 5,000 (charitable match) | 280,091 |
2025 director pay changes (effective for 2025 period):
| Element (2025) | Amount |
|---|---|
| Annual Stock Grant | $140,000 |
| Annual Retainer – Stock | $60,000 |
| Annual Retainer – Cash | $100,000 |
| Additional Compensation Committee Chair Retainer | $25,000 |
| Additional Audit Committee Chair Retainer | $30,000 |
| Additional Lead Director Retainer | $35,000 |
| Additional Non‑Executive Board Chair Retainer | $150,000 |
Director stock ownership guideline: Own shares equal to at least 5× annual retainer within five years; all current non‑employee directors are in compliance .
Performance Compensation
- Olin does not apply performance metrics (TSR/EBITDA) to director pay; equity grants to directors are phantom stock units/stock retainer, not performance-conditioned .
| Metric | Target | Measurement | Payout Basis |
|---|---|---|---|
| Performance-conditioned metrics for directors | N/A | Not used for directors | N/A |
Other Directorships & Interlocks
| Counterparty | Nature | Amount | Potential Conflict Assessment |
|---|---|---|---|
| National Grid US (subsidiary of National Grid plc) | Olin purchased energy-related services in 2024 | ~$2,036,000 | Board determined Shipp had no material interest; transactions on customary terms; immaterial relative to annual sales; independence not impaired |
| CF Industries Holdings | Olin sold chlor-alkali products in 2024 | ~$1,142,000 | Similar independence determination for another director; precedent of de minimis assessment |
Expertise & Qualifications
- Deep chemical operations expertise across chlor-alkali, epoxy, and commodity cycles; manufacturing/engineering leadership; global operations experience .
- NACD Cyber Security Oversight Certified; supports Audit Committee’s cyber risk oversight mandate .
- Education: B.S. Chemical Engineering (Wayne State University); executive education (Indiana State University School of Business); U.S. Coast Guard Captain’s License .
Equity Ownership
| Holder | Beneficial Shares | Phantom Stock Units (no voting rights) | Options Exercisable (60 days) | Pledged Shares |
|---|---|---|---|---|
| Earl L. Shipp | 52,022 (<1% of outstanding) | 41,862 | — | None; pledging prohibited and none pledged as of Mar 3, 2025 |
Policy notes:
- Hedging and pledging of Olin stock by directors prohibited; directors subject to insider trading policy .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; serves on Audit and Executive Committees; 100% attendance; cyber oversight certification; strong industry expertise and multi‑region leadership experience .
- Director pay/ownership alignment: Mix emphasizes equity via phantom units and stock retainers; director ownership guidelines at 5× retainer with compliance; 2025 changes tilt further toward equity, aligning with peers while increasing at‑risk exposure via market value .
- Shareholder signals: 2025 say‑on‑pay support 86.25M For vs 5.24M Against (broker non‑votes 13.25M), indicating continued investor confidence in compensation governance; all nine directors, including Shipp, received majority votes in favor .
- Conflicts review: National Grid transactions disclosed and assessed as immaterial; Board affirmed independence; no related‑party transactions in 2024 beyond de minimis policy thresholds .
- RED FLAGS: None material disclosed. Monitor time commitments given multiple external boards and committee leadership, and any future related‑party transactions with National Grid plc subsidiaries; pledging prohibited and none reported .