Randee N. Sumner
OLINAbout Randee N. Sumner
Randee N. Sumner, age 51, is Vice President and Controller at Olin and has served as an Olin executive officer since 2014. Her finance career at Olin includes progressive leadership roles in corporate accounting, reporting, and controllership before her appointment to VP & Controller on May 4, 2014. Olin’s executive stock ownership policy requires VPs to maintain ownership equal to 2× base salary, and as of December 31, 2024, all covered executives were in compliance to the extent possible; hedging and pledging of Olin stock by insiders are prohibited. Company performance over FY 2022–FY 2024 reflects industry cyclicality: revenues and EBITDA declined materially from 2022 peaks, which ties directly into PSU outcomes that measure relative TSR and cumulative net income under the LTIP.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Olin Corporation | Manager, Corporate Accounting & Financial Reporting | 2006–2008 | Corporate accounting and reporting leadership supporting controls and consolidation |
| Olin Corporation | Director, Corporate Accounting & Financial Reporting | 2008–2010 | Oversight in financial reporting and accounting standards implementation |
| Olin Corporation | Assistant Controller | 2010–Dec 2012 | Advanced controllership responsibilities, financial close and reporting processes |
| Olin Corporation | Division Financial Officer, Chemical Distribution | Dec 2012–May 3, 2014 | Division finance leadership for Chemical Distribution |
| Olin Corporation | Vice President & Controller | May 4, 2014–Present | Corporate controllership; principal accounting officer responsibilities |
Company Performance (FY 2022–FY 2024)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $9,376,200,000 | $6,833,000,000 | $6,540,100,000 |
| EBITDA ($USD) | $2,427,800,000 | $1,310,100,000 | $873,900,000 |
| Net Income ($USD) | $1,326,900,000 | $460,200,000 | $108,600,000 |
Fixed Compensation
- Base salary and annual short-term incentive (STIP) are the primary fixed and annual cash elements; STIP design ties 80% to financial metrics and 20% to non-financial strategic goals to align pay with near-term performance. Salary levels are reviewed annually by the Compensation Committee based on scope, tenure, market, and individual performance.
- Olin maintains competitive retirement programs (qualified RSP and Supplemental RSP), with company contributions and matches for eligible compensation; certain legacy frozen DB plans exist but apply to specific executives.
Performance Compensation
- LTIP structure: performance share units (PSUs) and stock options historically, with PSUs split 50% on relative TSR vs a chemicals comparator group and 50% on cumulative net income vs Compensation Committee targets; awards vest over a three-year cycle.
- Program-level outcomes for the 2022 LTIP performance period (covering 2022–2024), used to determine PSU vesting: | Metric | Weighting | Target Definition | Actual Performance (2022–2024) | Payout % | Vesting/Settlement | |---|---|---|---|---|---| | Relative TSR | 50% | TSR percentile vs Performance Share Comparison Group | 22.76% relative TSR percentile | 31.90% | PSUs vest over 3 years; paid half cash/half stock; proration and cash-only if employee leaves before cycle completion | | Net Income | 50% | Cumulative net income vs Compensation Committee goal | 71.71% cumulative period (annual: 97.92% for 2022; 60.47% for 2023; 0.00% for 2024) | 60.36% | PSUs vest over 3 years; paid half cash/half stock; proration and cash-only if employee leaves before cycle completion |
- RSUs typically vest ratably annually over three years (not less than one year); during the nine months ended Sept 30, 2025 Olin granted 529,283 RSUs at a weighted average grant date fair value of $26.15.
- Options: typical three-year ratable vesting; none granted in 2025 YTD; in 2024, 606,157 stock options were granted at a weighted-average exercise price of $53.43 and grant-date fair value of $24.79.
- 2025 mix change: LTIP awards shifted to 60% PSUs and 40% time-vested RSUs; PSUs now have double-trigger vesting on change-in-control (CIC).
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6× salary; Senior VPs 3×; VPs 2×. Covered executives have five years to attain; all covered executives were in compliance, to the extent possible, as of December 31, 2024.
- Hedging and pledging: prohibited for directors and executive officers; as of March 3, 2025, no shares of Olin common stock were pledged by any director or executive officer.
- Clawback: compensation recovery policy applies to Section 16 executive officers; allows recovery of cash/equity previously paid upon a financial restatement that would have lowered award outcomes.
- Blackout/trading windows: September–October 2024 CEOP blackout imposed additional trading restrictions on insiders under Sarbanes-Oxley Section 306(a) and SEC Regulation BTR, beyond Olin’s regular earnings blackouts.
Employment Terms
- Executive Severance Plan (Section 16(b) Officers) – termination without cause (non-CIC): 12 months of salary + target annual cash incentive (paid monthly), potential pro-rated STIP if termination occurs in last three quarters, pro-rata PSUs (based on actual performance) paid in cash when due, payment of any unvested retention bonus, 12 months medical/dental/life at active rates, up to 12 months outplacement.
- CIC Severance Plan (Section 16(b) Officers) – double trigger (within two years post-CIC): lump-sum payment equal to 2× (salary + target annual cash incentive; CEO is 3×), pro-rated annual cash incentive for year of termination at target, vesting/payment of unvested PSUs at target, vesting of unvested RSUs at maximum level, vesting of unvested stock options, payment of any unvested retention bonus, continuation of medical/dental/life at active rates for 24 months (36 months for CEO), outplacement services.
- Awards upon CIC without termination: PSUs issued in 2024 or prior vest/pay at target; beginning in 2025, PSUs continue vesting if assumed by acquirer; RSUs vest at target if not assumed/substituted; options vest if not assumed/substituted; retention bonus paid if unvested.
- Governance of severance plans: benefits subject to separation agreement and restrictive covenants (non-compete, non-solicit, non-disparagement, confidentiality); “best net after-tax” cutback for 280G excise taxes.
Compensation Committee, Peer Group, and Policies
- Independent Compensation Committee (NYSE-compliant) engages Exequity LLP as its independent consultant; Exequity advises on program design, peer selection, and pay levels.
- 2024 comparator peer group (21 chemicals companies) used for benchmarking pay: Albemarle, Axalta, Cabot, Celanese, CF Industries, Chemours, Corteva, DuPont, Eastman Chemical, Ecolab, FMC, IFF, Mosaic, Avient, PPG, RPM, Scotts Miracle-Gro, Sherwin-Williams, Westlake, Air Products & Chemicals, Huntsman.
- Policies: no option repricing without shareholder approval; no tax gross-ups for NEOs; no dividends on unvested equity awards; periodic risk assessments of compensation programs.
Investment Implications
- Pay-for-performance alignment: PSU metrics (relative TSR and cumulative net income) directly tie long-term pay to shareholder outcomes amid chemical cycle volatility; 2022–2024 PSU payouts show sensitivity to performance (TSR payout 31.90%, Net Income 60.36%). This increases the at-risk share of compensation and reduces windfall risk.
- Retention and selling pressure: 2025 shift to 60% PSUs/40% RSUs plus standard three-year vesting supports retention; with no 2025 option grants YTD and prohibitions on hedging/pledging, near-term insider selling pressure is structurally limited to RSU/PSU settlements and regular diversification. Blackout policies further constrain opportunistic trading.
- Governance and downside protection: double-trigger CIC vesting on PSUs and standardized severance terms for Section 16 officers mitigate transaction-related uncertainty while preserving alignment via clawbacks and ownership guidelines.