Kathleen Fish
About Kathleen B. Fish
Independent director of Origin Materials (ORGN) since June 2021; age 67 as of March 24, 2025; Chair of the Compensation Committee since February 2023; member of the Nominating & Corporate Governance Committee. Former Chief Research, Development & Innovation Officer at Procter & Gamble (2014–2020); B.S. in Chemical Engineering from Michigan State University. Determined independent under Nasdaq rules. Tenure on ORGN board continues to 2026 under current classification.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Chief Research, Development & Innovation Officer | Feb 2014 – Dec 2020 | Senior executive leadership in global R&D and innovation |
| Procter & Gamble | VP, Global Fabric Care R&D | Jan 2009 – Jan 2014 | Led R&D for core category |
| Procter & Gamble | VP, Global Baby Care R&D | Nov 2003 – Nov 2008 | Led R&D for Baby Care |
| Procter & Gamble | Product Development (R&D) roles | Joined 1979 | Progressive leadership in product development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Balchem Corporation | Director | Since Jun 2021 | Public company directorship (industry as disclosed by ORGN proxy) |
| USA Swimming | Director | Current (as of Mar 24, 2025) | Non-profit board role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ms. Fish is independent under Nasdaq rules |
| ORGN Committees | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Attendance | Each director attended at least 75% of Board and applicable committee meetings in 2024; Board met 6x, Compensation 4x, Nominating 4x |
| Annual Meeting Participation | All directors attended the 2024 Annual Meeting of Stockholders |
| Anti‑Hedging/Pledging | Company prohibits hedging and generally pledging; as of the proxy date, no director or executive officer had pledged shares |
| Board Leadership | Board Chair: R. Tony Tripeny (independent) |
Fixed Compensation (Director Pay)
| Metric | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑employee director cash retainer |
| Comp Committee Chair fee | $15,000 | Chair retainer amount |
| Nominating & Gov’t Committee member fee | $5,000 | Member retainer amount |
| Total cash fees earned (2024) | $70,000 | Matches policy math (50k + 15k + 5k) and reported amount |
| Equity retainer (2024 grant-date fair value) | $84,999 | 2024 annual RSU value reduced to ~$85k vs. $130k standard; policy reverts after 2024 |
| RSUs held (12/31/2024) | 85,144 | Balance shown in director compensation footnotes |
| Ownership guidelines | $250,000 FMV within 5 years of election | Applicable to all directors; measured via specified 30‑day averages; Fish elected in 2021 |
Notes:
- Directors may elect to receive cash retainers in fully-vested RSUs; settlement deferral available; director awards vest at the earlier of 1 year or next annual meeting; double‑trigger not required for director awards—accelerate before change in control per policy.
Performance Compensation
| Item | Details |
|---|---|
| Performance-based metrics | None disclosed for non‑employee directors; equity is time‑based RSUs with standard vesting (earlier of 1 year or next annual meeting) |
| Options/PSUs for directors | Not disclosed for directors; annual director equity expressed as RSUs with stated grant-date values |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Balchem Corporation | Director | No ORGN‑disclosed related‑party transactions or interlocks identified |
| USA Swimming | Director | Non‑profit; no ORGN‑disclosed related‑party transactions |
- ORGN discloses no related-party transactions involving directors or 5% holders since Jan 1, 2023 meeting the quantitative threshold.
Expertise & Qualifications
- 40+ years of R&D and innovation leadership in consumer products; former P&G Chief R&D & Innovation Officer (2014–2020).
- Chemical engineering background (B.S., Michigan State University); brings technical and product development expertise relevant to materials and manufacturing.
- Governance experience as Compensation Committee Chair at ORGN, overseeing executive/director pay strategy and engaging independent consultant Meridian.
Equity Ownership
| Metric | Value | As Of / Notes |
|---|---|---|
| Total beneficial ownership | 278,183 shares | Includes 193,039 direct shares and 85,144 RSUs vesting within 60 days |
| % of shares outstanding | <1% | Calculated by ORGN; outstanding shares 149,324,698 |
| Shares pledged | None | Company states no shares pledged by directors/officers as of proxy date |
| Ownership guideline | $250,000 by 5th anniversary | Applies to all directors; compliance status not disclosed |
Governance Assessment
- Roles and effectiveness: Fish chairs the Compensation Committee and serves on Nominating & Corporate Governance, positioning her at the center of pay, succession, and board composition oversight—key for investor confidence during ORGN’s strategic pivot. Committee independence affirmed.
- Engagement: Attendance met the company’s threshold (≥75%) and all directors attended the 2024 annual meeting—positive engagement signals.
- Pay alignment: 2024 cash fees ($70k) align with policy; equity grant reduced in 2024 to manage dilution/price optics, reverting to standard levels after 2024—suggests sensitivity to shareholder dilution concerns.
- Ownership/skin-in-the-game: Beneficial ownership at <1% with RSUs outstanding; company has anti‑hedging/pledging and ownership guidelines requiring $250k within 5 years—structures encourage alignment; no pledging by directors. Compliance status for Fish not disclosed.
- Conflicts/related parties: No related‑party transactions involving Fish disclosed; external board at Balchem and non‑profit service at USA Swimming pose no disclosed conflicts with ORGN.
RED FLAGS: None identified in proxy disclosures regarding conflicts, related‑party transactions, hedging/pledging, or low attendance for Ms. Fish. Continue to monitor say‑on‑pay outcomes and any changes in director equity structure as grants revert to higher levels post‑2024.