Matthew S. Darnall
OLINAbout Matthew S. Darnall
Independent director of Olin Corporation since September 2021; age 62 as of the May 1, 2025 annual meeting. Serves on the Audit Committee and the Nominating and Governance Committee. Former Goldman Sachs investment banker (36-year career), including Managing Director in the Industrials Group from 2003–2021; prior roles spanned Communications, Media & Entertainment; Energy & Power; Midwest coverage; and M&A Analyst. Education: BA in Economics (DePauw University) and MBA (University of Chicago). Current non-profit board roles: Trustee at DePauw University and Glenwood Academy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goldman Sachs Group, Inc. | Managing Director, Industrials Group | 2003–Jul 2021 | Led corporate finance and M&A advisory for industrials; capital structure and reorganization expertise. |
| The Goldman Sachs Group, Inc. | Communications, Media & Entertainment Group | 1994–2003 | Senior coverage roles advising on M&A and financing. |
| The Goldman Sachs Group, Inc. | Energy & Power Group | 1990–1994 | Sector-focused corporate finance advisory. |
| The Goldman Sachs Group, Inc. | Midwest Regional Coverage Group | 1988–1990 | Corporate client coverage. |
| The Goldman Sachs Group, Inc. | Analyst, Mergers & Acquisitions | 1985–1988 | Foundational transaction execution experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DePauw University | Board of Trustees | Current | Governance and institutional stewardship. |
| Glenwood Academy | Board of Trustees | Current | Non-profit education oversight. |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member. Audit Committee met 5 times in 2024; Nominating & Governance met 4 times. The Board held 6 meetings, with non-employee directors meeting in executive session at each regularly scheduled meeting. Each incumbent director attended 100% of the aggregate total number of Board and committee meetings on which they served in 2024.
- Independence: The Board determined all nominees except the CEO (Kenneth T. Lane) are independent under NYSE standards; Darnall is independent.
- Leadership structure: Independent Chairman (William H. Weideman); roles of CEO and Chair were separated in March 2024; no lead director role.
| Committee | Darnall’s Role | 2024 Meetings Held | Attendance |
|---|---|---|---|
| Audit | Member | 5 | 100% (incumbent directors across Board/committees) |
| Nominating & Governance | Member | 4 | 100% (incumbent directors across Board/committees) |
| Board of Directors | Director | 6 | 100% (incumbent directors) |
Fixed Compensation
- Program design (non-employee directors, 2024): Annual stock grant $115,000; Annual stock retainer $40,000; Annual cash retainer $100,000; chair retainers (Audit $25,000; Compensation $20,000; Nominating & Governance $15,000; Lead Director $30,000). Elections: stock grant credited as phantom stock units; stock retainer taken in shares or phantom units; cash retainer/chair fees taken in cash or deferred into phantom or cash accounts.
- Effective 2025 changes: Annual stock grant increased to $140,000; annual stock retainer to $60,000; chair retainers raised; added $150,000 retainer for non-executive Board Chair; emphasis increased on equity alignment.
| Item | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Stock Grant | $115,000 | $140,000 | Phantom stock units credited to deferred stock account. |
| Annual Retainer – Stock | $40,000 | $60,000 | Shares or phantom units. |
| Annual Retainer – Cash | $100,000 | $100,000 | Cash or deferred cash/phantom stock. |
| Chair Retainer – Audit | $25,000 | $30,000 | Not applicable to Darnall (not chair). |
| Chair Retainer – Compensation | $20,000 | $25,000 | Not applicable to Darnall. |
| Chair Retainer – Nominating & Governance | $15,000 | $20,000 | Not applicable to Darnall. |
| Lead Director Retainer | $30,000 | $35,000 | Not applicable (no lead director post-2024). |
| Non-Executive Board Chair Retainer | — | $150,000 | Applies to independent Chair. |
| Matthew S. Darnall – Actual 2024 Director Pay | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $100,007 |
| Stock Awards (grant date fair value) | $155,058 |
| Total | $255,065 |
| Deferral elections | Elected to defer all compensation as phantom stock units |
| Ownership guidelines compliance | All current non-employee directors in compliance with 5x retainer guideline |
Performance Compensation
- Non-employee directors do not have performance-based compensation; grants are retainer and time-based equity/phantom stock without performance metrics. No director STIP/LTIP metrics apply.
Other Directorships & Interlocks
| Company | Role | Interlock/Transactions | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Darnall. |
Board-reviewed related-party transactions in 2024 involved National Grid (director Earl Shipp) and CF Industries (director Anthony Will); none relate to Darnall.
Expertise & Qualifications
- Capital markets and M&A expertise (36 years at Goldman Sachs) aligns with Olin’s cyclical, capital-intensive profile; value in corporate structure, capital allocation, and transactions.
- Audit Committee composition includes only enhanced-independence members; the Board determined each Audit Committee member is financially literate; the committee oversees financial reporting integrity, ERM, compliance, and cybersecurity risk.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (incl. phantom units and exercisables within 60 days) | 18,436 shares | As of March 3, 2025. |
| Phantom stock units in Director deferred account | 18,436 units | No voting rights. |
| Options exercisable within 60 days | — | None for non-employee directors. |
| Ownership as % of outstanding shares | ~0.016% | 18,436 / 115,083,118 shares outstanding. Inputs: shares outstanding ; Darnall beneficial shares . |
| Shares pledged as collateral | None | Company policy prohibits pledging; none pledged by any director or executive officer as of Mar 3, 2025. |
| Hedging policy | Prohibited | “Hedging or monetization transactions” broadly prohibited for directors/executives. |
| Director stock ownership guideline | ≥5x annual retainer within 5 years | All current non-employee directors in compliance. |
Governance Assessment
- Independence and attendance: Darnall is independent and had 100% attendance across Board and committees in 2024, supporting Board effectiveness and engagement.
- Committee fit: Audit and Nominating & Governance assignments match his finance/M&A background and governance acumen; Audit Committee members are financially literate, and the committee oversees ERM, compliance, and cybersecurity.
- Alignment via pay and deferral: He deferred all director compensation into phantom stock units, increasing alignment with shareholder outcomes; Olin’s director pay mix shifted further towards equity in 2025.
- Conflicts/related-party exposure: No related person transactions involving Darnall in 2024; Board policies require prior review and prohibit conflicts; none reported.
- Risk indicators: Hedging/pledging prohibited and none pledged; strong governance processes (executive sessions each meeting; annual committee/Board evaluations).
RED FLAGS: None disclosed regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies for Darnall.