W. Anthony Will
OLINAbout W. Anthony Will
Independent director at Olin (since September 2021), age 59, and current President & CEO of CF Industries. He brings CEO-level operations, risk management, finance, and human capital experience; education includes a BS in Electrical Engineering (Iowa State University) and MBA (Northwestern University) . Olin’s Board classifies him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CF Industries Holdings, Inc. | President & CEO; Director | Jan 2014–present | Led manufacturing/distribution; prior VP roles in corporate development and operations |
| Terra Nitrogen GP Inc. | Director; Chairman of Board | Director: Jun 2010–Feb 2016; Chair: Jan 2014–Feb 2016 | Governance and oversight of nitrogen MLP general partner |
| Accenture Ltd. | Partner | Not disclosed | Strategy/operations expertise |
| Sears, Roebuck and Company | Vice President, Business Development | Not disclosed | Corporate development |
| Egon Zehnder International | Consultant | Not disclosed | Executive search/leadership advisory |
| Fort James Corporation | Vice President, Strategy & Corporate Development | Not disclosed | M&A and strategic planning |
| Boston Consulting Group | Manager | Not disclosed | Corporate strategy |
| Motorola Solutions, Inc. | Group Leader | Not disclosed | Operations/technology leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| CF Industries Holdings, Inc. | President & CEO; Director | Current | Leading global nitrogen/hydrogen manufacturer |
| Terra Nitrogen GP Inc. | Director; Chairman | Former | Oversaw general partner of Terra Nitrogen Company, L.P. |
Board Governance
- Independence: Independent director per NYSE standards .
- Committee memberships: Compensation Committee; Nominating & Governance Committee .
- Chair roles: None (Compensation Chair: Earl L. Shipp; Nominating Chair: Carol A. Williams) .
- Attendance: 100% of Board and all committee meetings in 2024; Board held 6 meetings; non-employee directors met in executive session at each regular meeting .
- Committee activity levels (2024): Audit (5 meetings); Compensation (4); Nominating & Governance (4) .
- Insider trading policy: Prohibits hedging and pledging; no director/officer had pledged shares as of March 3, 2025 .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Stock Awards ($) | Total ($) | Election/Deferral |
|---|---|---|---|---|
| 2024 | 100,007 | 155,058 | 255,065 | Elected to defer all compensation as phantom stock units |
| 2025 Program (structure) | Annual Cash Retainer: 100,000 | Annual Stock Grant: 140,000; Annual Retainer – Stock: 60,000; Chair retainers increased; added 150,000 Non-Executive Board Chair retainer | — | Directors may defer cash/stock; phantom units paid upon Board exit or change-in-control |
Director stock ownership guidelines: minimum five times annual retainer within five years; all non-employee directors compliant as of Proxy date .
Performance Compensation
Directors do not receive performance-based incentives (no STIP/LTIP metrics apply to directors). Director equity is retainer-based and may be deferred into phantom stock units; no hedging or pledging permitted .
Other Directorships & Interlocks
| Counterparty | Interlock Type | Detail | Governance Determination |
|---|---|---|---|
| CF Industries Holdings, Inc. | Will is CEO/Director; Olin sold products to CF | Olin sold approx. $1,142,000 chlor alkali products to CF in 2024 | Board determined immaterial, customary terms, relationship pre-dated Will’s Board service; did not impair independence |
| Compensation peer group | Peer includes CF Industries | CF Industries listed among 21 chemical peers used by Olin Compensation Committee | Compensation decisions overseen by independent Compensation Committee advised by Exequity |
Expertise & Qualifications
- CEO-level leadership; operations and corporate development; risk management, accounting/finance; human capital management .
- Education: BS Electrical Engineering (Iowa State University); MBA (Northwestern University) .
Equity Ownership
| Holder | Shares Beneficially Owned | Phantom Stock Units (Director deferred account) | Options Exercisable in 60 Days | Ownership as % of Common |
|---|---|---|---|---|
| W. Anthony Will | 28,436 | 18,436 | — | <1% (not exceeding 1%) |
- Pledging/Hedging: Prohibited; no pledges by directors/officers as of March 3, 2025 .
- Deferral mechanics: Phantom stock units are paid out upon leaving the Board or on director-elected dates; balances paid upon change-in-control .
Governance Assessment
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Strengths:
- Independence affirmed; 100% attendance signals strong engagement .
- Dual committee service (Compensation; Nominating & Governance) aligns with Will’s CEO/finance/HR expertise .
- Deferral of all director compensation into phantom stock units indicates alignment with shareholders .
- Robust governance policies: clawback; prohibition on hedging/pledging; annual evaluations; executive sessions; independent comp consultant .
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Potential conflicts / monitoring points:
- Commercial relationship with CF Industries while Will serves as CF CEO and Olin director; Board deemed immaterial and customary, but ongoing monitoring advisable for escalation risk in magnitude or terms .
- Compensation peer group includes CF Industries; Will sits on Compensation Committee—perceived benchmarking interlock; mitigated by independent consultant and committee independence; note for potential recusals on peer-sensitive decisions if disclosed in future .
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Signals affecting investor confidence:
- Transparent related-party review with explicit immateriality rationale supports governance credibility .
- Director equity-heavy compensation (with deferral) and stock ownership guideline compliance support alignment .