Carol Jackson

About Carol R. Jackson

Carol R. Jackson (age 52) has served on Sensient Technologies’ Board since 2019 and is an independent director designated an “audit committee financial expert.” She is the former Chairman, President, and CEO of HarbisonWalker International (2017–2023) and previously held senior roles at Carpenter Technology and PPG Industries, bringing CEO-level operating, procurement, and coatings/chemicals experience to SXT’s board . Her education includes a B.S. (Duquesne), J.D. (University of Pittsburgh), and M.B.A. (Carnegie Mellon), with additional executive education at Yale; she is also a licensed attorney in Pennsylvania . The Board has affirmatively determined she is independent under NYSE and SEC rules .

Past Roles

External Roles

Board Governance

• Current SXT committees: Audit Committee (member; designated an “audit committee financial expert”), Nominating & Corporate Governance Committee (member), Scientific Advisory Committee (member) .
• Attendance and engagement: Board met 6 times in 2024; each director attended 100% of Board and committee meetings on which they served, except one executive committee absence by another director—implying 100% attendance for Jackson .
• Committee activity cadence: Audit met 9 times (Jackson member); Nominating & Corporate Governance met 5 times (Jackson member); Scientific Advisory met 2 times (all directors) .
• Independence: Board deems Jackson independent under NYSE/SEC and company criteria; 8/10 directors are independent .
• Executive sessions: Independent directors held 4 executive sessions in 2024; Board uses a Lead Independent Director structure (currently Dr. Carleone) while CEO and Chair roles remain combined .

Fixed Compensation

• Program structure (non-employee directors):

  • Annual cash retainer: $91,600 (unchanged since 2018) .
  • Committee retainers: Chairs $8,000–$25,500; members $2,000–$13,500 (varies by workload/meetings) .
  • Lead Director retainer: $25,000 .
  • Annual restricted stock award: $111,000 value beginning with the 2025 Annual Meeting (increased from $100,000 in 2024) .
  • Director Deferred Compensation Plan available (deferrals into common stock equivalents) .

• 2024 director compensation (individual): | Component | 2024 Amount | |---|---| | Fees earned or paid in cash | $108,100 | | Stock awards (grant date fair value) | $100,003 (granted 4/25/2024 at $69.64/share fair value) | | Total | $208,103 |

• 2024 equity outstanding at year-end (director awards): | Equity | Shares Outstanding (Unvested) | |---|---| | Restricted stock (unvested) | 2,603 |

Notes: Director restricted stock vests 1/3 at each of the first, second, and third annual shareholder meetings after grant; directors must hold at least 75% of future awards (net of taxes/exercise price) until separation from the Board (limited tax-sale exception) .

Performance Compensation

• Director equity compensation is time-based restricted stock; there are no performance-conditioned metrics for non-employee director equity grants .
• Vesting schedule and alignment features:
  • Vesting: 1/3 per annual meeting over three meetings post-grant .
  • Ownership policy: Hold at least 75% of net shares from future awards until board departure .
  • Hedging/pledging: Explicit prohibitions for officers and non-employee directors since 2010 .

Other Directorships & Interlocks

• Current public board: AZZ Inc. (since 2021) .
• Compensation Committee interlocks: None—no member of SXT’s Compensation & Development Committee (including 2024 composition) had relationships requiring Item 404 disclosure; no SXT executive served on another company’s board or comp committee that interlocked with SXT’s Board/committee during 2024 .
• Related party transactions: Company states no director or nominee had any material interest in any Company business transaction since the beginning of 2024; sales to Land O’Lakes are disclosed solely due to another director’s executive role; no Jackson-specific related party exposure noted .

Expertise & Qualifications

• Core credentials: Former public-company CEO with extensive manufacturing, international operations, and chemicals/coatings background; commercial, procurement, M&A/business development experience .
• Designations/skills at SXT: Board’s skills matrix highlights CEO/senior operating experience, international experience, human capital, compensation program experience, risk management, financial literacy, sustainability, and corporate governance for Jackson .
• Education/licensure: B.S. (Duquesne), J.D. (Univ. of Pittsburgh), M.B.A. (Carnegie Mellon), Yale SOM executive education; licensed attorney (PA) .

Equity Ownership

Alignment policies:

• Stock ownership guideline for directors: At least 5x the annual cash retainer within five years of service; includes restricted stock .
• Hedging/pledging prohibited; directors subject to “hold-to-retirement” policy on 75% of net shares from future awards .
• Insider Trading Policy in place; filed as Exhibit 19 to 2024 10-K .

Governance Assessment

• Strengths for board effectiveness and investor alignment:

  • Independence and expertise: Independent director; Audit Committee financial expert; sits on Audit and Nominating & Corporate Governance—key oversight chairs (risk/financial reporting and ESG/governance) .
  • Engagement: 100% attendance across Board/committees in 2024; Audit/NCG/SAC had active meeting cadence (9/5/2) .
  • Ownership alignment: Regular equity grants with multi-year vesting; robust director ownership guideline (5x retainer), hold-to-retirement, and hedging/pledging prohibitions support skin-in-the-game and risk alignment .
  • Conflicts: No Jackson-related related-party transactions disclosed; Compensation Committee interlocks absent, reducing conflict risk .

• Watch items / context:

  • Board leadership: CEO and Chair roles combined at SXT, mitigated by a Lead Independent Director structure and independent majority on the Board (8/10); independent directors held 4 executive sessions in 2024 .
  • Multi-board service: One other current public board (AZZ Inc.)—typical and not excessive, but time commitments should be monitored relative to committee workloads .

• Shareholder sentiment: Say-on-Pay support at 92.6% in 2024 indicates generally favorable investor views on compensation/governance; Board cites strong pay-for-performance design and stock ownership guidelines .

Overall assessment: Jackson’s CEO-operating background, audit financial expert designation, and committee assignments (Audit; Nominating & Corporate Governance; Scientific Advisory) strengthen oversight of financial reporting, risk, and ESG/governance at SXT. Her independence, full attendance, and absence of related-party exposure are positives for investor confidence, with alignment reinforced by equity holding requirements and anti-hedging/pledging policies .