Edward M. Daly
OLINAbout Edward M. Daly
Edward M. “Gen. (Ret.)” Daly, age 59, joined Olin’s Board on March 5, 2025 as an independent director and serves on the Compensation Committee. He retired from the U.S. Army in 2023 after 36 years, culminating as the 20th Commanding General of the U.S. Army Materiel Command, leading ~190,000 personnel with responsibility for a budget exceeding $50B; he is a graduate of the United States Military Academy (1987) with master’s degrees in Business Administration (Gonzaga University) and Strategic Studies (U.S. Army War College). He is noted as the only career Logistics four-star General to graduate from West Point since 1802.
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| U.S. Army Materiel Command | Commanding General (four-star) | Through 2023 | Led one of the Army’s largest commands with ~190,000 military, civilians, contractors; responsible for >$50B annual budget; led global logistics, foreign military sales, Ukraine materiel fielding, and industrial base modernization. |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| SkyWater Technology, Inc. (public) | Director | Chair, Risk Management Committee; Member, Compensation Committee. |
| Virtus 9 Corporation (private) | Founder and Chairman | Integrated logistics solutions to U.S. military partners and allies. |
| Daly Consulting & Logistics, LLC (private) | President | Supply chain and logistics consulting. |
Board Governance
- Independence: Olin’s Board determined all nominees except the CEO are independent under NYSE standards; Daly is independent.
- Committee assignment: Compensation Committee (member). The Committee oversees CEO/NEO pay strategy, incentive plan metrics, director pay, stock ownership guidelines, and clawback policies; it is fully independent and authorized to hire its own advisors (Exequity).
- Attendance and engagement: In 2024 the Board met six times; all incumbent directors attended 100% of Board and committee meetings, and non‑employee directors held executive sessions at each regularly scheduled Board meeting; directors are expected to attend each annual meeting (Daly joined in 2025, so not covered by 2024 attendance stats).
- Board leadership: Roles of Chair (independent) and CEO are separated; William H. Weideman serves as Chairman.
- Risk oversight: Enterprise risk, cybersecurity/IT risk and EHS compliance are overseen via Audit Committee and Board ERM reviews; Compensation Committee oversees compensation risk.
Fixed Compensation (Non‑Employee Director Program)
Director pay cycle runs May 1–April 30, with grants/payments on or about May 1.
| Element | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Stock Grant | $115,000 | $140,000 | Equity; fair value set at avg high/low on May 1; can be issued as stock/phantom units per plan. |
| Annual Retainer – Stock | $40,000 | $60,000 | Must be taken as common stock or phantom stock units. |
| Annual Retainer – Cash | $100,000 | $100,000 | Cash or elect deferral to cash/phantom stock accounts. |
| Additional Lead Director Retainer | $30,000 | $35,000 | If applicable. |
| Committee Chair – Nominating/Gov. | $15,000 | $20,000 | If applicable. |
| Committee Chair – Compensation | $20,000 | $25,000 | If applicable. |
| Committee Chair – Audit | $25,000 | $30,000 | If applicable. |
| Non‑Executive Board Chair Retainer | N/A | $150,000 | Added in 2025. |
- Deferrals and payouts: Directors may defer cash to a cash or stock account; phantom stock units accrue dividend equivalents and are paid out in stock or cash upon leaving the Board or at elected dates; balances are paid upon a change in control per the plan.
- Matching charity: 50% match up to $5,000 per year to qualifying charities.
Performance Compensation (Director Equity Structure)
| Component | Grant Mechanics | Performance Conditions |
|---|---|---|
| Annual Stock Grant | Fixed-value annual grant in common stock or phantom stock units (fair value = average of the high/low price on May 1). | None (time‑based; director service). |
| Retainer Stock | Fixed $ value in common stock or phantom units, elected by director. | None (time‑based; director service). |
| Deferral features | Cash retainers can be deferred to cash or phantom stock; phantom units receive dividend equivalents. | Not performance‑based. |
Other Directorships & Interlocks
| Company | Overlap/Interlocks | Notes |
|---|---|---|
| SkyWater Technology, Inc. | External board (Daly serves) | No compensation committee interlocks were disclosed for Olin in 2024 (Daly joined Olin’s Board in 2025). |
- Related‑party and conflicts policy: Nominating & Governance Committee must pre‑approve and may prohibit any related‑party transactions (Item 404 S‑K scope); none were reported in 2024.
- Independence review considers commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships and applies de minimis thresholds.
Expertise & Qualifications
- Defense logistics and national security: Senior logistician for the U.S. Army; led global logistics, foreign military sales, Ukraine fielding, and industrial base modernization.
- Large‑scale operations and risk oversight: Commanded ~190,000 personnel and >$50B budget; risk management and infrastructure programs.
- Governance and compensation: Public company director (SkyWater), chair of Risk Management Committee and member of its Compensation Committee.
- Education: United States Military Academy (1987); MBA (Gonzaga); M.S. Strategic Studies (U.S. Army War College).
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Common Stock | Phantom Stock Units (Director Deferred Accounts) | Options Exercisable in 60 days |
|---|---|---|---|---|
| Edward M. Daly | — | — | — | — |
- Hedging/pledging: Olin prohibits hedging/pledging by directors and executives; as of March 3, 2025, no shares were pledged by any director or executive officer.
- Director ownership guideline: Expectation to own shares equal to at least 5x the annual retainer within five years; the company states all current non‑employee directors are in compliance as of the proxy date.
Governance Assessment
-
Positives
- Independence and relevant expertise: Daly is independent and adds top‑tier defense logistics, risk management and industrial base modernization experience that aligns with Winchester and enterprise risk oversight.
- Strong committee architecture: Placement on the independent Compensation Committee provides direct oversight of pay metrics, clawbacks, director pay, and ownership guidelines; the committee retains its own independent consultant (Exequity).
- Board discipline and engagement: 100% meeting attendance in 2024 by incumbents, regular executive sessions, separated Chair/CEO model with an independent Chair.
- Shareholder sentiment: Say‑on‑pay support was ~96.6% at the 2024 annual meeting, indicating strong investor backing of compensation practices.
-
Watch items
- Initial ownership alignment: Daly held no Olin shares as of March 3, 2025—typical for a new appointee—so progress toward the 5x retainer guideline should be monitored over the five‑year window.
- External commitments: Multiple outside roles (SkyWater board; private logistics firms) raise time‑commitment and potential‑conflict monitoring considerations; Olin’s policies require pre‑approval and bar conflicted related‑party transactions (none reported in 2024).
-
Controls and safeguards
- Comprehensive related‑party review process under the Nominating & Governance Committee with ability to prohibit transactions; explicit prohibitions on hedging/pledging.
- Compensation Committee interlocks: None reported in 2024 (pre‑Daly); reduces reciprocal-pay risks.
RED FLAGS: None disclosed specific to Daly. No related‑party transactions reported (2024), no pledging, and the Board affirms independence; ongoing monitoring of ownership build and external roles is prudent.