Craig Rogerson
About Craig A. Rogerson
Craig A. Rogerson, age 68, joined Origin Materials’ board on May 1, 2023. He is an independent director with four decades of leadership in specialty chemicals, including Chairman, President & CEO roles at Hexion Inc. (2017–Jan 2023, including Chapter 11 in Apr 2019 and emergence in Jul 2019), Chemtura (2008–2017), and Hercules (2003–2008). He holds a chemical engineering degree from Michigan State University and is recognized by Origin’s board as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hexion Inc. | Chairman, President & CEO | Jul 2017–Jan 2023 | Led through restructuring; Hexion filed Chapter 11 (Apr 2019) and reemerged (Jul 2019) . |
| Chemtura Corporation | Chairman, President & CEO | Dec 2008–Apr 2017 | Led global specialty chemical manufacturer . |
| Hercules Incorporated | President, CEO & Director | Dec 2003–Nov 2008 | Specialty chemicals leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PPL Corporation (public) | Independent Board Chair; Director | Chair since Mar 2021; Director since Sep 2005 | Electric utility; governance leadership . |
| The Lycra Company | Executive Chairman | Current | Private company board leadership . |
| Vibrantz Technologies | Director | Current | Board role . |
| Pancreatic Cancer Action Network | Director | Current | Non-profit board . |
| McLaren Northern Michigan Hospital | Director | Current | Non-profit board . |
| Ashland Global Holdings Inc. (public) | Director | Feb 2019–Feb 2021 | Prior public board . |
| Society of Chemical Industry; American Chemistry Council | Director/Board roles | Prior | Industry organizations . |
| Michigan State Univ. (College of Engineering Alumni; ChemE & Materials Advisory Board) | Board/Advisory | Current | Educational advisory . |
Board Governance
- Independence: The board determined Rogerson is independent under Nasdaq rules; he serves on Audit and Compensation Committees .
- Committees: Audit Committee member (financial expert); Compensation Committee member. Audit Chair: John Hickox; Compensation Chair: Kathleen B. Fish; Nominating Chair: William Harvey .
- Attendance: In 2024, the board met 6 times; Audit 6, Compensation 4, Nominating 4. Each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 Annual Meeting .
- Director Election 2025: Votes For 39,322,629; Withheld 1,008,640; Broker Non-Votes 49,173,295 .
| 2025 Annual Meeting – Director Election | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Craig A. Rogerson | 39,322,629 | 1,008,640 | 49,173,295 |
Fixed Compensation (Director)
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Standard policy for non-employee directors . |
| Committee retainers | $15,000 | Audit $10,000; Compensation $5,000 for members (non-Chair) . |
| Total fees (earned or paid in cash) | $65,000 | Rogerson elected to receive in RSUs in lieu of cash . |
Policy notes:
- Committee Chair retainers are higher (Audit $20k, Compensation $15k, Nominating $15k); Rogerson is not a chair .
- Annual director RSU grant was reduced to $85,000 grant-date fair value for calendar year 2024 only (returns to prior level thereafter); initial RSU grant $150,000 vesting over 3 years .
Performance Compensation (Director equity)
| Item | 2024 Value / Quantity | Vesting/Terms |
|---|---|---|
| Annual RSU grant (grant-date fair value) | $84,999 | Vests on earlier of 1-year after grant or next annual meeting . |
| Retainer taken in RSUs | 73,137 RSUs | Fully vested; Rogerson deferred share delivery . |
| Unvested RSUs (as of Dec 31, 2024) | 110,654 RSUs | All deferred for future issuance . |
| Deferred fully-vested RSUs | 154,370 RSUs | Deferred delivery until separation or change-in-control . |
| Options/PSUs (director) | Not disclosed for Rogerson | Director equity tracked as RSUs; no performance metrics disclosed . |
Performance metrics table (director plan):
| Metric | Use in Director Compensation | Source |
|---|---|---|
| TSR, revenue, EBITDA, ESG goals | Not used for director equity; time-based RSUs only | Annual awards vest time-based; no performance metrics disclosed . |
| Change-in-control vesting | Accelerated vesting prior to closing | Policy provides full vesting on change in control . |
| Deferral feature | Allowed until separation or change-in-control | Director may elect to defer RSU delivery . |
Other Directorships & Interlocks
- Current public company board: PPL Corporation (Independent Board Chair). No Origin-related party transactions involving Rogerson were reported since Jan 1, 2023, mitigating direct conflicts .
- Sector overlap: Multiple chemicals-industry leadership roles historically; the Audit Committee reviews related-person transactions .
Expertise & Qualifications
- Audit committee financial expert designation; extensive public company CEO experience in chemicals; chemical engineering degree from Michigan State University .
- Governance experience as independent board chair at a regulated utility (PPL) .
Equity Ownership
| Item (as of Mar 4, 2025 unless noted) | Quantity | Notes |
|---|---|---|
| Beneficially owned shares | — | Reported as “—”; beneficial ownership <1% (*) . |
| Deferred fully-vested RSUs | 154,370 shares | Deferred for future issuance . |
| Unvested RSUs (Dec 31, 2024) | 110,654 RSUs | All deferred issuance . |
| Shares pledged | 0 | Company states no director/executive shares pledged as of proxy date . |
| Anti-hedging policy | Prohibits hedging and short-selling | Insider Trading Policy . |
| Ownership guideline | $250,000 minimum by 5th anniversary | Applies to all directors; compliance status for Rogerson not disclosed . |
Governance Assessment
-
Strengths:
- Independent director; dual-committee service with Audit Committee financial expert designation supports board effectiveness and oversight .
- High alignment signals: elected to take cash retainer in RSUs and deferred delivery of both retainer RSUs and annual RSUs (73,137 fully vested RSUs deferred; 110,654 unvested RSUs deferred; 154,370 deferred for future issuance) .
- Attendance: met the board standard (≥75% of meetings); participated in annual meeting .
- Anti-hedging/pledging policies in place; no pledging reported .
-
Potential concerns / RED FLAGS to monitor:
- Prior leadership at Hexion during Chapter 11 (2019) may be viewed as a track-record risk factor; context matters but investors often scrutinize bankruptcy histories .
- Reported beneficial ownership as “—” (not counting deferred RSUs) could raise questions about immediate “skin in the game,” though deferrals indicate future ownership; compliance with the $250k guideline by the fifth anniversary is not disclosed .
- Multiple external roles (including public chair role) can create time-commitment considerations; no specific attendance deficiency disclosed .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory Say-on-Pay | 33,343,003 | 3,737,317 | 3,250,949 | 49,173,295 |
- Auditor ratification received strong support (88,623,632 For; 470,735 Against; 410,197 Abstain) .
Compensation Committee Analysis
- Composition: Kathleen B. Fish (Chair), Craig A. Rogerson, Jim Stephanou; all independent, non-employee directors .
- Practices: Meets periodically; full authority over executive and director compensation; administers equity plans; reviews severance and change-in-control protections; typically grants equity on regularly scheduled quarterly dates; no formal grant timing policy; CEO excluded from deliberations about his own pay .
Related Party Transactions
- The company reports no related-party transactions since Jan 1, 2023 exceeding $120,000 involving directors (including Rogerson) or their immediate families; formal policy requires Audit Committee review and approval of any such transactions .
Director Compensation (2024) – Summary for Craig A. Rogerson
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $65,000 |
| Stock Awards (RSUs, grant-date fair value) | $84,999 |
| Total | $149,999 |
Footnotes:
- $65,000 in fees were taken as fully-vested RSUs (73,137) and deferred; 110,654 unvested RSUs were deferred; 154,370 fully-vested RSUs deferred for future issuance .
Additional Board Policies
- Ownership guideline: Directors must acquire/hold company stock worth at least $250,000 by their fifth anniversary; annual RSU award reduced to $85,000 only for calendar year 2024; awards vest by the earlier of one year or next annual meeting; change-in-control accelerates vesting .