Corning Painter
STEPANAbout Corning Painter
Corning Painter was appointed to Stepan Company’s Board on June 9, 2025 and serves on all four standing committees (Audit; Compliance; Human Capital & Compensation; Nominating & Corporate Governance). He is CEO of Orion S.A. (since September 2018), previously Executive Vice President for Industrial Gases at Air Products; he is a Certified Professional Engineer and holds a chemical engineering degree from Carnegie Mellon University . As a non-employee director, he participates in Stepan’s standard director compensation and ownership policies described in the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Products and Chemicals | Executive Vice President, Industrial Gases | Prior to 2018 (joined 1984) | Senior operating leadership in global chemicals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orion S.A. | Chief Executive Officer | Since September 2018 | Global chemical manufacturer; CEO credentials underscore industry expertise |
Board Governance
- Committee memberships: Painter was appointed to the Audit, Compliance, Human Capital & Compensation, and Nominating & Corporate Governance Committees on June 9, 2025 . Each of these committees is composed entirely of independent directors per Stepan’s governance framework, indicating the Board’s independence determination for Painter .
- Committee chairs (context): Audit—Lorinda A. Burgess (Chair); Compliance—Randall S. Dearth (Chair); Human Capital & Compensation—Jan Stern Reed (Chair); Nominating & Corporate Governance—Joaquin Delgado (Chair) .
- Lead Independent Director: Edward J. Wehmer’s term as Lead Independent Director ends at the 2025 Annual Meeting; the Board elected Randall S. Dearth to succeed him .
- Attendance baseline: In 2024, the Board held six meetings; all directors attended more than 75% of Board and committee meetings of which they were members .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $100,000 | Non-employee directors |
| Committee Chair Fee (each chair) | $20,000 | Paid to each committee chair (Painter is currently a member, not chair) |
| Lead Independent Director Fee | $20,000 | Applicable to designated Lead Independent Director |
| Non-Executive Chairman Fee | $225,000 | Applicable to Chairman (not Painter) |
| Meeting Fees | None disclosed | No per-meeting fees indicated |
Performance Compensation
| Component | Grant detail | Vesting | Notes |
|---|---|---|---|
| Annual Stock Award | $125,000 in stock | Vested on grant | 2024 award was 1,396 shares (each NED); directors may defer; no options granted in 2024 |
| Performance metrics (Directors) | Status |
|---|---|
| Pay tied to operating metrics (e.g., revenue/EBITDA/TSR) | None for non-employee directors; awards are time-vested equity |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| Orion S.A. | CEO | No related-party transactions disclosed involving Orion; Stepan’s Related Party Transaction Policy governs any such dealings |
- Director independence standard: NYSE independence criteria applied; all committee members must meet independence/literacy requirements .
- No additional public-company directorships disclosed for Painter in Stepan filings; press release highlights executive roles, not board seats .
Expertise & Qualifications
- Deep chemicals sector leadership: CEO of Orion S.A.; former EVP at Air Products .
- Technical credentials: Certified Professional Engineer; chemical engineering degree (Carnegie Mellon) .
- Governance fit: Assigned to all four committees, indicating expected engagement in audit, compliance, compensation, and nominations .
Equity Ownership
| Item | Status | Notes |
|---|---|---|
| Beneficial ownership of SCL shares | Not disclosed as of March 3, 2025 | Painter was appointed June 9, 2025; the 2025 proxy ownership table predates his appointment |
| Director Stock Ownership Policy | 5x annual retainer ($500,000 equivalent) | Directors have five years from appointment to reach compliance; deferred shares count; options do not |
| Hedging/short-selling | Prohibited | Insider Trading Policy applies to directors; pre-clearance and window trading required |
Governance Assessment
- Board effectiveness: Painter’s appointment adds an experienced operating CEO from global chemicals to all four committees, signaling intent to strengthen financial oversight, compliance, human capital, and governance practices .
- Independence and oversight: Assignment to independence-required committees indicates the Board’s independence determination; the Lead Independent Director transition to Dearth further reinforces independent leadership .
- Compensation alignment: Director pay combines modest cash retainer with annual equity, aligning directors with shareholder value; no options or meeting fees for directors, and stock awards vest on grant with deferral available .
- Related-party safeguards: Stepan’s Related Party Transaction Policy requires Audit Committee approval for any director-related transactions; only related party disclosure in 2025 proxy involved Richard Stepan (employee and brother of Chairman), not Painter .
- Shareholder sentiment: Say-on-Pay support was 96% in 2024, indicating broad investor confidence in compensation governance (context for overall governance quality) .
RED FLAGS to monitor: Potential commercial interactions between Stepan and Orion S.A. (if any emerge) would fall under related-party review; continued verification of Painter’s independence and committee workloads post-appointment are prudent given his CEO role elsewhere .