Susan M. Lewis
STEPANAbout Susan M. Lewis
Susan M. Lewis, age 59, has served as an independent director of Stepan Company since 2024 with a current term expiring in 2027. She was previously Principal of Susan Lewis Consulting LLC (Mar 2021–Jul 2023) and Senior Vice President, Global Operations at Corteva, Inc. (Sep 2018–Mar 2021), following 30+ years at Dow Inc. leading operations, EHS, sustainability, risk management, Six Sigma, supply chain, process optimization, and capital projects . The Board determined Ms. Lewis is independent under NYSE standards; she serves on four standing committees (Audit; Compliance; Human Capital & Compensation; Nominating & Corporate Governance) and is financially literate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Susan Lewis Consulting LLC | Principal | Mar 2021 – Jul 2023 | Executive consulting; organizational redesign and transformation sponsorship |
| Corteva, Inc. | SVP, Global Operations | Sep 2018 – Mar 2021 | Global operations leadership |
| Dow Inc. | Various leadership roles | 30+ years | Operations, EHS, sustainability, risk management, Six Sigma, supply chain, process optimization, capital project management; M&A and transformation sponsorship |
External Roles
- No other current public company directorships disclosed for Ms. Lewis in the proxy .
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 5 | All members independent and financially literate; Burgess (Chair); Lewis member; financial expert designation given to Burgess and Wehmer |
| Compliance | Member | 5 | Oversees legal/regulatory compliance and ethics; Dearth (Chair); Lewis member |
| Human Capital & Compensation | Member | 9 | Oversees exec pay, HCM; Reed (Chair); Lewis member; no interlocks or insider participation among members in 2024 |
| Nominating & Corporate Governance | Member | 5 | Board composition/governance oversight; Delgado (Chair); Lewis member |
- Independence: Board determined Ms. Lewis is independent; all members of standing committees meet independence standards .
- Attendance: Board held six meetings in 2024; all directors attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Six independent director executive sessions held in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $100,000 | Non-Employee Directors |
| Committee Chair Fees | $20,000 per chair | Audit, Compensation, Compliance, Nominating chairs |
| Chairman of the Board Fee | $225,000 | Non-executive Chairman |
| Lead Independent Director Fee | $20,000 | Additional annual fee |
| Susan M. Lewis – Fees Earned (2024) | $62,637 | Prorated given start date Feb 15, 2024 |
Performance Compensation
| Equity Component | Shares | Grant Date | Fair Value | Vesting | Deferral |
|---|---|---|---|---|---|
| Annual Stock Award | 1,396 | Apr 30, 2024 | $124,984 | Vested upon grant | Directors may elect to defer under plan |
- Directors did not receive stock options in 2024; equity awards for directors are time-based and not tied to performance metrics .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | None disclosed for Ms. Lewis |
| Compensation Committee interlocks | None; no member was an officer/employee; no related party participation in 2024 |
Expertise & Qualifications
- Global operations, EHS, sustainability, risk management, Six Sigma, supply chain, process optimization, capital project management; organizational redesign and M&A/transformation projects .
- Financial literacy and service on Audit Committee .
- Broad governance exposure across compliance, compensation, and nominating structures through committee service .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 1,896 | Mar 3, 2025 |
| Ownership % of outstanding | Less than 1% | Based on 22,554,929 shares outstanding |
| Director equity structure | Annual stock award vested at grant; no options granted in 2024 | Program overview |
| Director stock ownership guideline | 5x annual retainer; 5-year compliance period; all Non-Employee Directors in compliance or on progress track | Policy and status |
| Hedging/short-selling policy | Prohibited for directors under Insider Trading Policy | Policy |
Note: The ownership table does not disclose any pledging by Ms. Lewis; her entry shows 1,896 shares without pledge footnotes .
Governance Assessment
- Committee engagement: Ms. Lewis serves on all four standing committees (Audit, Compliance, Human Capital & Compensation, Nominating), indicating high engagement and broad governance remit .
- Independence and attendance: Determined independent; Board meetings held six times in 2024 with >75% attendance for all directors; independent executive sessions held six times, supporting robust oversight .
- Shareholder support: Elected in 2024 with 18,821,247 votes “FOR” vs 87,784 “AGAINST” (broker non-votes 1,701,740), demonstrating strong investor confidence .
- Director pay alignment: Cash retainer is modest; equity grants are time-based and vested at grant (typical for directors), with stock ownership guidelines at 5x retainer to drive alignment; all non-employee directors are in compliance or progressing per policy .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Ms. Lewis; Audit Committee oversees related party approvals under a formal policy; 2024 disclosed related party employment relates to a Stepan family member, not Ms. Lewis .
- RED FLAGS: None evident specific to Ms. Lewis—no low attendance, no disclosed pledging/hedging, no related-party transactions; director equity is not performance-based (typical for directors), but immediate vesting reduces at-risk structure versus performance-conditioned awards (contextual, not a red flag) .
- Say-on-Pay context: Company’s 2024 Say-on-Pay support was 96% of votes cast, indicating broader investor approval of compensation governance at Stepan .