Joseph Carleone
SENSIENT TECHNOLOGIESAbout Joseph Carleone
Dr. Joseph Carleone, age 79, has served on Sensient’s Board since 2014 and is the Lead Independent Director; he chairs the Compensation and Development Committee and serves on the Audit, Executive, and Scientific Advisory Committees . He holds B.S., M.S., and Ph.D. degrees in Applied Mechanics/Mechanical Engineering from Drexel University and brings CEO/operator experience in specialty chemicals; the Board has designated him an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Pacific Corporation | President & CEO; President & COO; Chairman of the Board | CEO 2010–2015; COO 2006–2009; Chair 2013–2014 | Led a public specialty chemicals company; international operations exposure |
| AMPAC Fine Chemicals LLC | Chairman of the Board | 2015–2018 | Leadership in pharma active-ingredient manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OES Europe | Senior Advisor | 2018–present | Strategic cross‑border M&A and MBO advisory |
| Avid Bioservices, Inc. (NASDAQ: CDMO) | Non‑Executive Chairman | 2017–2025 | Biopharma manufacturing; governance leadership |
| American Pacific Corporation | Director | 2006–2015 | Other recent public company directorship |
Board Governance
- Independence and leadership: The Board has affirmatively determined Dr. Carleone is independent under NYSE/SEC rules; he is the current Lead Director with defined authority over agendas, schedules, materials, and executive sessions (four executive sessions held in 2024) .
- Attendance and workload: The Board met six times in 2024; each director attended 100% of Board and committee meetings to which they were assigned (one exception on the Executive Committee was not Dr. Carleone) .
- Committee assignments and 2024 activity:
- Compensation & Development Committee – Chair; 6 meetings; all members independent .
- Audit Committee – Member; 9 meetings; designated “audit committee financial expert” .
- Executive Committee – Member; 2 meetings .
- Scientific Advisory Committee – Member; 2 meetings .
- Board structure: CEO and Chair roles are combined; Lead Director role (held by Dr. Carleone) established to enhance independent oversight .
- Shareholder support: 2025 director election vote for Dr. Carleone received 37,018,800 For, 695,757 Against, 19,417 Abstain; broker non‑votes 1,313,437 .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $146,100 | Includes Board, committee member/chair, and Lead Director retainers |
| All Other Compensation | $70,000 | Company charitable foundation matching gifts program (up to $70,000 per donor per year) |
| Cash Program Design | — | Annual director cash retainer $91,600 (unchanged since 2018); Lead Director retainer $25,000; chair/member retainers vary by committee ($8,000–$25,500 chair; $2,000–$13,500 member) |
Performance Compensation
| Equity Element | Details | Vesting/Terms |
|---|---|---|
| Restricted Stock (FY2024 grant) | Grant date fair value $100,003; price $69.64 per share (granted April 25, 2024) | Vests one‑third at each of the first three Annual Meetings after grant; no outstanding options for directors |
| Unvested RS (12/31/2024) | 2,603 shares | Outstanding at year‑end 2024 |
Performance metric architecture overseen by Dr. Carleone as Compensation & Development Committee Chair (for executive pay):
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2024 Annual Incentive (Corporate) – metrics, targets, outcomes: | Metric (weight) | 2024 Target Framework | 2024 Actual | Notes | |---|---|---|---| | Adjusted EBITDA (70%) | 6% increase = 100% payout; 8% = 200%; floors/thresholds disclosed | $268.6 million; 8.3% increase | Drives majority of bonus weighting | | Local Currency Revenue (30%) | 5% increase = 100% payout; 6.5% = 200%; floors/thresholds disclosed | $1.6 billion; 7.4% increase | Complementary top‑line measure |
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2024 PSU Awards (for 2025–2027 performance cycle): | Three‑Year Metric (weight) | 2024 Baseline | Target Calibration (100% payout) | Max (200%) | |---|---|---|---| | Adjusted EBITDA Growth (70%) | $268.6 million | 3% CAGR on 2024 EBITDA | 8%+ CAGR | | Adjusted ROIC (30%) | 9.0% | +25 bps vs. 2024 ROIC | +50 bps or more |
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Program safeguards: No tax gross‑ups on perquisites for NEOs; double‑trigger CIC; prohibition on option repricing/exchanges; clawback policy updated in 2023 per NYSE standards .
Other Directorships & Interlocks
| Company | Role | Committee Seats | Interlocks / Related |
|---|---|---|---|
| Avid Bioservices, Inc. | Non‑Executive Chairman | Not disclosed in SXT proxy | External biopharma board role (2017–2025) |
| American Pacific Corporation | Director; CEO/Chair (historical) | Not disclosed in SXT proxy | Historical public company leadership |
- Compensation Committee interlocks: None—no member (including Dr. Carleone) had relationships requiring Item 404 disclosure; no reciprocal executive/director overlaps disclosed for 2024 .
Expertise & Qualifications
- Skill matrix: CEO/senior officer experience; international experience; human capital management; compensation program expertise; risk assessment; financial literacy; corporate governance .
- Financial expertise: Board designated “audit committee financial expert” on the Audit Committee .
- Scientific/industry exposure: Specialty chemicals and pharma manufacturing leadership (AMPAC; American Pacific) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dr. Joseph Carleone | 41,035 | <1% | As of Feb 14, 2025; includes sole voting/investment power unless noted |
| All Directors & Officers (18 persons) | 522,342 | 1.2% | As a group; <1% per individual |
Additional alignment policies:
- Director ownership guideline: ≥5× annual retainer within five years; “hold‑to‑retirement” on at least 75% of net shares from awards; compliance affirmed .
- Hedging/pledging: Explicitly prohibited for officers and non‑employee directors; compliance affirmed (no hedging/pledging; no short sales) .
- Options: No outstanding option awards to directors .
Governance Assessment
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Strengths
- Lead Independent Director with robust authorities; four independent‑director executive sessions held in 2024 .
- 100% attendance; heavy committee workload including Audit (9), Compensation (6), Executive (2), Scientific Advisory (2) meetings in 2024 .
- Clear independence determination; no related‑party transactions involving Dr. Carleone; no Compensation Committee interlocks .
- Shareholder alignment: stringent anti‑hedging/pledging and hold‑to‑retirement policies; strong say‑on‑pay support (92.6% in 2024) .
- Compensation oversight uses rigorous multi‑year metrics (EBITDA growth, ROIC) and risk controls (no repricing, double‑trigger CIC, clawbacks) .
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Watch items
- Combined CEO/Chair structure; mitigated by empowered Lead Director role held by Dr. Carleone .
- Director age 79 and tenure 11 years; Board notes ongoing refreshment with eight independent additions since 2014 .
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Shareholder voting signals
- 2025 re‑election support: 37,018,800 For; 695,757 Against; 19,417 Abstentions; broker non‑votes 1,313,437 .
- Advisory say‑on‑pay: 92.6% approval at 2024 Annual Meeting .