F. Quinn Stepan, Jr.
STEPANAbout F. Quinn Stepan, Jr.
- Age 64; Director of Stepan Company since 1999; non‑executive Chairman since January 2017; former CEO (2006–April 2022) and President (1999–2020). Core credentials: >30 years of operating leadership at SCL with deep knowledge of strategy and operations. Independence: not independent (former employee within past three years and sibling is a current executive officer). Attendance: all directors attended >75% of 2024 Board/committee meetings and the 2024 annual meeting. Lead Independent Director transitioned from Edward J. Wehmer to Randall S. Dearth effective at the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stepan Company | Chairman of the Board (non‑executive) | Jan 2017–present | Board leadership; separation of Chair/CEO roles maintained. |
| Stepan Company | Chief Executive Officer | Jan 2006–Apr 2022 | Led enterprise; provides Board with extensive operating insight. |
| Stepan Company | President | Feb 1999–Dec 2020 | Progressive operating leadership within SCL. |
External Roles
- No other public company directorships disclosed for Mr. Stepan in the proxy.
Board Governance
- Roles and independence
- Non‑executive Chairman; not independent under NYSE rules (former employee through April 25, 2022; brother is an executive officer).
- Not listed as a member of any standing committee (all committees composed entirely of independent directors).
- Board structure and engagement
- Lead Independent Director: Mr. Wehmer (through April 29, 2025) succeeded by Mr. Dearth at the annual meeting.
- Board meetings held in 2024: six; all directors attended >75% of Board/committee meetings; all directors attended the 2024 annual meeting; six executive sessions of independent directors.
- Committee landscape (for context)
- Audit (Chair: Burgess); Compliance (Chair: Dearth); Human Capital & Compensation (Chair: Reed); Nominating & Governance (Chair: Delgado). All members independent; Audit had 5 meetings; HCCC had 9; N&G had 5; Compliance had 5.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $100,000 | Cash retainer for non‑employee directors. |
| Additional Fee – Non‑Executive Chairman | $225,000 | Payable to Mr. Stepan as non‑executive Chair. |
| Total Cash Fees Earned (2024) | $325,000 | Reported in 2024 Director Compensation Table. |
| Meeting/other fees | None disclosed | No meeting fees disclosed. |
Performance Compensation (Director)
| Equity Type | Grant Date/Eligibility | Shares / Value | Vesting/Performance Conditions |
|---|---|---|---|
| Annual Stock Award | Apr 30, 2024 eligibility; granted May 2024 | 1,396 shares; $124,984 grant-date value | Vested upon grant; no performance metrics. |
| Additional equity grants to directors in 2024 | — | None | Committee made no other director equity grants in 2024. |
- Directors’ deferral: Non‑employee directors may defer fees/stock into the Directors Deferred Compensation Plan; distributions per director election.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Stepan. |
| Compensation committee interlocks | HCCC members were all independent; no interlocks or insider participation disclosed for 2024. |
Expertise & Qualifications
- Strategic/operating expertise from >30 years at SCL, including CEO/President roles; deep knowledge of industry, operations, strategy, and capital projects; enhances Board leadership as Chair.
- Not designated an audit committee financial expert (not a committee member).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Components/Notes |
|---|---|---|---|
| F. Quinn Stepan, Jr. | 1,040,488 | 4.6% | Includes 177,150 shares acquirable via options and 63,405 shares credited in the Management Incentive Plan stock account. |
| Shares outstanding (record date) | 22,554,929 | — | As of March 3, 2025. |
- Pledging/hedging: The ownership footnote indicates beneficial totals would include any shares pledged as security; the proxy does not separately disclose pledged shares for Mr. Stepan. Hedging and short‑selling by directors are prohibited under the Insider Trading Policy.
- Director stock ownership guideline: 5× annual retainer; all non‑employee directors are in compliance or on track within the five‑year window.
Related-Party Exposure and Conflicts
- Family member employment: Brother (Richard Stepan) is a Company officer; 2024 pay included $359,926 salary, $67,989 short‑term incentive, and LTI awards (RSUs, SARs, performance shares) with $450,000 target value; employment approved by the Audit Committee under the Related Party Transaction Policy.
- Section 16(a) filing timeliness: Company disclosed that certain forms for shares held by estates where Mr. Stepan is an executor were inadvertently filed late due to administrative error.
Governance Controls (Context)
- Related Party Transaction Policy overseen by Audit Committee; updated April 2024.
- Clawback policy compliant with SEC/NYSE (applies regardless of fault to incentive comp paid within three completed fiscal years preceding a restatement).
- Say‑on‑Pay support: 96% approval in 2024, indicating strong investor support for pay practices.
- Insider Trading Policy applies to directors; prohibits trading outside windows, hedging, and short‑selling.
Governance Assessment
-
Positives
- Clear separation of Chair/CEO roles; active Lead Independent Director structure; frequent executive sessions (six in 2024).
- All‑independent committee composition; defined charters and meeting cadence.
- Strong shareholder support for executive compensation (96% 2024) and robust clawback/insider trading controls.
- High ownership alignment: ~4.6% beneficial stake and director ownership guidelines met.
-
Watch items / RED FLAGS
- Not independent (former employee within three years and sibling executive officer), limiting committee eligibility and independent optics for the Chair role.
- Family-related party transaction (brother’s employment/compensation), though formally reviewed/approved under policy.
- Administrative late Section 16 filings related to estates where he serves as executor.
Implication for investors: While Mr. Stepan brings deep institutional knowledge and high ownership alignment, his non‑independent status and family employment connection represent governance optics that some investors may discount; mitigants include fully independent committees, a Lead Independent Director, and strong shareholder support for pay practices.