Kenneth T. Lane
OLINAbout Kenneth T. Lane
Kenneth T. Lane is President and Chief Executive Officer of Olin Corporation and a member of the Board of Directors, effective March 18, 2024. He brings extensive global leadership in commodity and specialty chemicals from LyondellBasell (EVP Global Olefins & Polyolefins; interim CEO in early 2022), BASF (13 years; President, Monomers; President, BASF Catalysts), BP Chemicals, and Amoco; he holds a B.S. in Civil Engineering (Clemson) and an M.S. in Management (University of Alabama in Huntsville) . At the 2024 shareholder meeting, 96.6% of votes supported Olin’s executive compensation program, indicating broad investor alignment with pay design during his transition year . For 2024, Olin generated Levered Free Cash Flow of $408.4 million (below the STIP threshold), corporate Adjusted EBITDA performance for STIP purposes of $1,000.2 million (below threshold), and delivered a one-year TSR index value of $221 versus peer S&P 1500 Materials at $113; net income was $108.6 million and Adjusted EBITDA (for Pay vs. Performance disclosure) was $873.9 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LyondellBasell | Executive Vice President, Global Olefins & Polyolefins; interim CEO (early 2022) | July 2019–Mar 2024 | Led O&P businesses across Americas and EAI; oversaw Global Procurement; interim CEO experience in 2022 |
| BASF | President, Monomers; President, BASF Catalysts; senior roles in Global Polyurethanes | 13 years (pre-2019) | Drove leadership roles across major chemicals value chains and global operations |
| BP Chemicals; Amoco Chemical | Various operations, strategy, and commercial roles | — | Built foundational technical and operating expertise across geographies |
External Roles
- No public-company directorships for Mr. Lane are disclosed in Olin’s proxy biography (he is listed solely as Olin’s President and CEO and Director) .
Fixed Compensation
| Item | FY 2024 |
|---|---|
| Base Salary Rate | $1,100,000 (per Offer Letter) |
| Salary Paid (prorated 2024) | $870,833 |
| Target Annual Bonus (STIP) | 130% of base salary (prorated from start date) |
| STIP Target Amount | $1,072,500 |
| STIP Earned | $171,600 (driven by non-financial score of 16%) |
Performance Compensation
Annual STIP (2024) – Design and Outcomes
| Component | Weighting | Threshold | Target | Maximum | Actual Performance | Actual Payout |
|---|---|---|---|---|---|---|
| Corporate Adjusted EBITDA | 80% of financial portion | $1,080.0mm | $1,500.0mm | $1,800.0mm | $1,000.2mm | 0% |
| Corporate Levered Free Cash Flow | $493.2mm | $685.0mm | $822.0mm | $408.4mm | 0% | |
| Non-Financial (Safety/Strategic) | 20% total STIP | — | — | — | Strategic 15.0%; SHE 1.0% | 16.0% of target |
| CEO STIP Result | — | — | $1,072,500 target | $2,145,000 max | — | $171,600 earned |
Notes:
- For corporate officers (including CEO), 80% weight was financial (Adjusted EBITDA and Levered FCF), 20% non-financial; all corporate financial metrics finished below threshold in 2024, while non-financial achieved 16% .
Long-Term Incentives (2024 grants)
| Instrument | Grant/Target | Key Terms |
|---|---|---|
| Performance Share Units (PSUs) | Target 60,776 units; 0–200% payout | 50% vests on 3-year relative TSR vs S&P 1500 Materials + Huntsman; 50% vests on annual net income goals (20% weight per year) plus 40% on 3-year cumulative net income; 3-year performance period ending 12/31/2026 |
| Stock Options | 129,486 options @ $57.59; 10-year term to 3/18/2034 | Vest in three equal annual installments beginning 3/18/2025 |
| New-Hire RSUs | 200,000 units (grant-date FV ~$11.518mm) | Vesting: 50,000 on 1st anniversary, 50,000 on 2nd, 100,000 on 3rd anniversary of start date (3/18/2025, 3/18/2026, 3/18/2027) |
Looking forward to 2025 LTI mix: 60% PSUs and 40% time-vested RSUs (shifts away from options; emphasizes performance alignment and retention; double-trigger vesting for PSUs on CIC starting 2025) .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (3/3/2025) | 100,412 shares (<1% of outstanding) |
| Options Exercisable within 60 days (as of 3/3/2025) | 43,162 (first tranche vest 3/18/2025) |
| Options Unexercisable (12/31/2024) | 129,486 @ $57.59, exp. 3/18/2034 |
| Unvested PSUs (target) | 60,776 |
| Unvested RSUs | 200,000 |
| Hedging/Pledging | Prohibited; no director or executive had pledged shares as of 3/3/2025 |
| Ownership Guidelines | CEO 6x base salary; executives “in compliance to the extent possible” as of 12/31/2024 |
Related note: No option exercises or stock vesting were reported for Mr. Lane in 2024 (reflecting his March 2024 start and forward vesting schedules) .
Employment Terms
- Offer Letter (2/15/2024): CEO, Board seat, $1.1mm base salary, 130% STIP target (prorated), $7mm 2024 LTI (50% options, 50% PSUs), one-time 200,000 RSU grant; relocation reimbursement with repayment if voluntary termination within 24 months .
- Severance (non-CIC): Cash equal to 1x salary + 1x target bonus (paid over 12 months), pro‑rata STIP, pro‑rata PSUs (based on actual performance), any unvested retention bonus (not applicable to Lane), 12 months benefits continuation, and outplacement .
- Change-in-Control (CIC) Severance: For Lane, 3x (salary + target bonus) lump sum; 36 months benefits continuation; vest at target for PSUs; RSUs vest at maximum; options vest; any unvested retention bonus; double trigger applies (termination without cause or for good reason within 2 years post‑CIC) .
- Clawback: Applies to cash/equity if financial restatement would have lowered payout .
- Non-compete/non-solicit: Applicable during severance period under separation release conditions .
Board Governance
- Board Service: Director since March 2024; member of Executive Committee .
- Independence: Not independent (CEO); Board determined all other nominees, except Lane, are independent under NYSE standards .
- Leadership Structure: Roles of CEO and Chair separated since Lane’s appointment; William H. Weideman serves as independent Chair .
- Attendance: In 2024, the Board met six times; incumbent directors attended 100% of Board and committee meetings; non-employee directors held executive sessions at each regular meeting .
- Director Compensation: Executives do not receive additional director pay; “Mr. Lane did not receive any additional compensation for his service as a director” .
Performance & Track Record
- 2024 operational highlights: $408.4mm Levered FCF; repurchased ~5.9mm shares (program cumulative since 2021: $2.6bn for ~49.6mm shares, ~31% of shares); >$250mm productivity efficiencies; Winchester strength in Military and acquisition of White Flyer; chemicals faced soft industrial environment; SHE: strong Winchester safety, chemicals missed rigorous process targets .
- STIP outcomes reflected below-threshold corporate financial performance (Adjusted EBITDA $1,000.2mm, LFCF $408.4mm) and 16% non‑financial achievement .
- Pay vs Performance (2024): TSR index $221 vs peer $113; Net Income $108.6mm; Adjusted EBITDA $873.9mm .
Compensation Structure Diagnostics
- Cash vs Equity Mix: Majority performance‑based; CEO 2024 package included sign‑on RSUs to replace forfeited awards and induce joining, plus regular LTI (PSUs and options) .
- Shift in LTI Design: 2025 moves from 50% PSUs/50% options to 60% PSUs/40% RSUs (reduces option exposure, strengthens retention; double‑trigger PSUs on CIC) .
- Governance Controls: No option repricing; no hedging/pledging; no tax gross‑ups; robust clawback; independent Compensation Committee and consultant (Exequity) .
Say‑on‑Pay & Peer Group
- Say‑on‑Pay Support: ~96.6% approval at 2024 annual meeting .
- Comparator Group: 21 chemicals peers (e.g., Air Products, Celanese, CF Industries, DuPont, Huntsman, Westlake, Sherwin‑Williams); used to calibrate competitiveness (no target percentile disclosed) .
Risk Indicators & Related Party
- Pledging/Hedging: Prohibited; none pledged as of 3/3/2025 .
- Related Party Transactions: None in 2024 requiring disclosure for insiders; immaterial routine transactions with companies linked to independent directors were reviewed and found not to impair independence .
Detailed Equity Award and Vesting Schedule (CEO)
| Award Type | Grant Date | Quantity/Price | Vesting | Maturity/Term |
|---|---|---|---|---|
| New‑Hire RSUs | 3/18/2024 | 200,000 units | 50k on 3/18/2025; 50k on 3/18/2026; 100k on 3/18/2027 | — |
| Stock Options | 3/18/2024 | 129,486 @ $57.59 | 1/3 annually starting 3/18/2025 | Expires 3/18/2034 |
| PSUs (2024 LTI) | 3/18/2024 | Target 60,776 (0–200% payout) | 50% 3‑yr relative TSR; 50% multi‑year Net Income; performance period 2024–2026 | Payout after 12/31/2026 |
Investment Implications
- Alignment and Retention: Ownership guidelines (6x salary) and prohibition on hedging/pledging support alignment; sign‑on RSUs with 3‑year schedule and options vesting over 3 years create durable retention hooks; first significant vest dates (50k RSUs and ~43k options) on 3/18/2025 may create incremental trading liquidity but policy limits hedging/pledging .
- Pay for Performance: 2024 STIP paid largely on non‑financial goals amid below-threshold financial results, evidencing downside sensitivity; shift to 60% PSUs/40% RSUs in 2025 increases performance‑conditioned pay and reduces option‑driven risk, potentially moderating dilution and improving retention .
- CIC Economics: CEO’s 3x CIC multiple with full vesting (PSUs at target; RSUs at maximum; options vest) is market-competitive but creates non‑trivial M&A friction costs; double trigger mitigates windfall risk absent termination .
- Execution Focus: 2024 highlighted end‑market softness and safety/process targets shortfall in chemicals; productivity (> $250mm) and disciplined capital returns (buybacks) continue to buffer cyclicality. 3‑year PSU metrics (relative TSR and net income) tie Lane’s realized LTI to multi‑year operational and capital allocation execution .