William H. Weideman
OLINAbout William H. Weideman
Independent Chairman of the Board at Olin (OLN), age 70, director since October 2015. Former Chief Financial Officer and Executive Vice President of The Dow Chemical Company; designated an “Audit Committee Financial Expert” under SEC rules. Holds a B.S. in business administration and accounting from Central Michigan University. The Board separated the Chair and CEO roles when it appointed a new CEO on March 18, 2024, naming Mr. Weideman Chairman.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dow Chemical Company | Chief Financial Officer and Executive Vice President | CFO Mar 2010–Jan 2015; interim CFO Nov 2009–Mar 2010; joined Dow in 1976 (various finance/controller roles) | Deep financial, audit, and business administration leadership; extensive knowledge of businesses Olin acquired from Dow |
| Dow AgroSciences & Corporate Strategic Development (Dow) | Executive Vice President, Finance | Apr 2010–Sep 2012 | Strategic finance leadership across operating units |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sadara Chemical Company (JV of Saudi Aramco and Dow) | Director | Oct 30, 2011–Dec 2015 | Governance oversight of large chemicals JV |
| The Dow Chemical Employees’ Credit Union | Director | Aug 30, 2000–Dec 2015 | Financial institution board experience |
| Central Michigan University | Board of Trustees | Through Dec 31, 2020 | Higher-ed governance |
| Mid‑Michigan Medical Center | Director | Not specified | Healthcare governance |
Board Governance
- Current roles: Independent Chairman of the Board; Chair of Executive Committee; member of the Audit Committee; designated “Audit Committee Financial Expert.” The Executive Committee had no meetings in 2024; Audit Committee met five times in 2024.
- Board structure: Roles of Chair and CEO were separated upon the CEO appointment on March 18, 2024; lead director role eliminated; Weideman appointed Chairman.
- Independence: Board determined all nominees except the CEO are independent under NYSE standards; Weideman is independent.
- Attendance: In 2024, the Board held six meetings; each incumbent director attended 100% of Board and committee meetings on which they served; non‑employee directors held executive sessions as part of each regularly scheduled Board meeting.
- Hedging/Pledging: Olin prohibits hedging and pledging by directors and executive officers; as of March 3, 2025, no shares were pledged by any director or executive officer.
- Related party transactions review: Nominating & Governance Committee pre‑approves related party transactions; none occurred in 2024.
Fixed Compensation
- Director compensation structure (2024): Annual stock grant $115,000 (credited as phantom stock units), annual retainer stock $40,000 (stock or phantom), annual retainer cash $100,000; chair adders for committee chairs ($25k Audit, $20k Comp, $15k Nominating) and $30k lead director.
- Director compensation changes (effective 2025): Annual stock grant increased to $140,000; annual stock retainer increased to $60,000; new Non‑Executive Board Chair retainer $150,000; increases to chair retainers (Audit $30k, Comp $25k, Nominating $20k).
- Weideman’s 2024 compensation: Cash fees $130,000; stock awards $155,058; total $285,058.
| Director Compensation (USD) | 2024 | 2025 (Structure) |
|---|---|---|
| Annual Stock Grant | $115,000 | $140,000 |
| Annual Retainer – Stock | $40,000 | $60,000 |
| Annual Retainer – Cash | $100,000 | $100,000 |
| Additional Non‑Executive Board Chair Retainer | N/A | $150,000 |
| Weideman – Fees Earned (Cash) | $130,000 | — |
| Weideman – Stock Awards (Grant‑date fair value) | $155,058 | — |
| Weideman – Total | $285,058 | — |
Performance Compensation
- Directors do not receive performance‑conditioned incentives; equity is delivered as phantom stock units/stock under the director plan rather than performance awards.
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Weideman.
- Compensation Committee interlocks: None—no Olin executive serves on another company’s comp committee where an Olin director is an executive, and 2024 Compensation Committee members had no related relationships requiring disclosure.
- Related‑party transactions: None for 2024; Board reviewed small transactions involving companies tied to other directors and deemed them immaterial and not impairing independence; no such ties disclosed for Weideman.
Expertise & Qualifications
- Financial expertise: Former Dow CFO; designated “Audit Committee Financial Expert.”
- Industry knowledge: Extensive chemicals industry exposure and specific knowledge of Dow businesses acquired by Olin.
- Governance/risk oversight: Serves on Audit Committee; has chaired Executive Committee; experienced in audit, finance, and business administration.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares Beneficially Owned | 50,617 |
| Phantom Stock Units (Director deferred account) | 37,477 |
| Options exercisable (within 60 days) | None listed for directors |
| Shares pledged as collateral | None (prohibited; none pledged by any director as of Mar 3, 2025) |
| Ownership as % of outstanding | “—” (individually <1%) |
- Director stock ownership guidelines: Non‑employee directors are expected to own shares equal to at least 5× the annual retainer within five years; all current non‑employee directors are in compliance as of the proxy date.
Governance Assessment
-
Positive signals:
- Independent, non‑executive Chair with strong finance background; structural separation of Chair/CEO enhances oversight and board independence (effective Mar 18, 2024).
- 100% director attendance and regular executive sessions indicate active engagement.
- Prohibitions on hedging/pledging with no pledges outstanding; reduces alignment risk.
- Say‑on‑pay support of ~96.6% at 2024 annual meeting suggests shareholder confidence in compensation governance.
- No related‑party transactions in 2024; related transactions involving other directors were reviewed and deemed immaterial.
-
Watch items:
- 2025 director pay shifts emphasize higher equity and introduce a $150,000 non‑executive Chair retainer; aligns with peers per consultant review but increases board compensation—monitor for pay inflation versus governance benefits.
RED FLAGS: None identified specific to Weideman (no attendance, independence, hedging/pledging, or related‑party issues disclosed).