Lorinda A. Burgess
STEPANAbout Lorinda A. Burgess
Lorinda A. Burgess, age 62, is an independent director of Stepan Company (SCL) and has served on the Board since 2021. She is Chair of the Audit Committee and is designated an “audit committee financial expert,” and she also serves on the Compliance, Human Capital & Compensation, and Nominating & Corporate Governance Committees. Ms. Burgess spent 25 years at Medtronic, including as Vice President, Finance and Chief Financial Officer, Americas Region (2015–June 2023), and currently serves as a director of AngioDynamics, Inc. (NASDAQ: ANGO). The Board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic, Inc. | Vice President, Finance and CFO, Americas Region | Mar 2015 – Jun 2023 | 25-year Medtronic career; brings financial, operational, and strategic expertise to SCL Board |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| AngioDynamics, Inc. (NASDAQ: ANGO) | Director | Current | External public board service; potential interlock noted with SCL director Jan Stern Reed (also an ANGO director) |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Ms. Burgess is independent under NYSE standards |
| Committee assignments | Audit (Chair); Compliance; Human Capital & Compensation; Nominating & Corporate Governance |
| Financial expert designation | Board determined Ms. Burgess qualifies as an audit committee financial expert |
| 2024 Board meetings | Board held 6 meetings; all directors attended >75% of Board and committee meetings of which they were members |
| 2024 committee meetings | Audit (5); Compliance (5); Human Capital & Compensation (9); Nominating & Corporate Governance (5) |
| Risk oversight context | Audit (chaired by Burgess) leads oversight of enterprise, financial, and information security risks; receives reports from Internal Audit, Compliance/Risk, CFO, and General Counsel |
Fixed Compensation (Non-Employee Director – 2024)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $100,000 | Standard cash retainer for non-employee directors |
| Audit Committee Chair fee (cash) | $20,000 | Additional annual fee for Audit Chair |
| Total Cash Fees (reported) | $120,000 | Matches reported fees for Ms. Burgess in 2024 Director Compensation Table |
| Annual Stock Award (equity) | $124,984 | 1,396 shares granted May 2024; valued at $89.53 (avg. of open/close); vested upon grant; eligible for deferral |
| Total (cash + equity) | $244,984 | Reported 2024 total for Ms. Burgess |
| Deferred compensation availability | — | Directors may defer fees/stock under Directors Deferred Compensation Plan |
| Director ownership guideline | — | Non-employee directors must hold shares equal to 5x annual retainer (i.e., 5 × $100k) over five years; compliance reviewed annually |
Performance Compensation (Directors)
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual Stock Award (1,396 shares in 2024) | Vested upon grant; can be deferred; dividend equivalents on deferred stock awards | No performance conditions disclosed for director equity grants |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| AngioDynamics, Inc. (NASDAQ: ANGO) | Director | Interlock: SCL director Jan Stern Reed also serves on ANGO’s board, creating an external shared directorship network link |
Expertise & Qualifications
- Audit Committee financial expert; extensive finance leadership background (25 years at Medtronic; Americas CFO 2015–2023)
- Broad operational and strategic experience; Board cites financial expertise and broad operational/strategic capability as qualifications
- Risk oversight leadership as Audit Chair, including enterprise, financial, and information security risk oversight processes
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Beneficially owned SCL shares | 4,751 | Includes 1,417 shares credited to her account under Company incentive compensation plans |
| Ownership as % of outstanding | ~0.021% | 4,751 / 22,554,929 shares outstanding as of Mar 3, 2025 (Board table basis) |
| Vested vs. unvested | Not individually broken out for directors; beneficial total includes credited shares under plans | Table footnote specifies credited shares; no options listed for Ms. Burgess |
| Pledged shares | Not specifically disclosed for Ms. Burgess; table notes pledged shares would be included if any | No pledge detail attributed to Burgess in footnotes |
| Director stock ownership policy | 5x annual retainer; five-year compliance window; all non-employee directors in compliance or on-track per tenure | Ownership policy and current compliance statement |
| Hedging/shorting restriction | Prohibited for non-employee directors under Insider Trading Policy (pre-clearance and trading windows also required) | Governance safeguard |
Governance Assessment
-
Positives
- Independent director; serves as Audit Committee Chair and is an audit committee financial expert—strong signal for financial stewardship and risk oversight .
- Broad engagement across all four standing committees, with robust 2024 committee activity (Audit 5, Compliance 5, HCC 9, Nominating 5); Board held 6 meetings; all directors attended >75%—solid engagement baseline .
- Balanced director pay structure with modest cash retainer plus equity (2024: $120,000 cash; $124,984 equity), with stringent ownership requirement (5x retainer) and hedging prohibitions, supporting alignment with shareholders .
- Compensation Committee interlocks/insider participation: none—committee members (including Burgess) were not Company officers and did not participate in related-party transactions in 2024 .
-
Watch items
- External interlock: Shared service on AngioDynamics’ board with SCL director Jan Stern Reed—monitor for potential information flow dynamics (not necessarily a conflict) .
- Related-party environment at SCL includes a family member of the Chairman employed by the Company; Audit Committee (chaired by Burgess) oversees related-party transactions under a formal policy that prohibits conflicted director participation—sensitive oversight area to continue monitoring .
- Attendance disclosure is aggregate (>75%) rather than director-specific percentages—granularity could be improved, though baseline standard is met .
- Say‑on‑pay context: 96% approval in 2024—indicates broad investor support for executive pay design, indirectly supportive of overall governance tone but not director‑specific .