Scott Morrison
SENSIENT TECHNOLOGIESAbout Scott C. Morrison
Scott C. Morrison, age 62, has served on Sensient’s Board since 2016 and is an independent director with deep finance and capital allocation expertise. He chairs the Audit Committee and serves on the Compensation & Development, Executive, and Scientific Advisory Committees; the Board lists him as an “audit committee financial expert.” His background includes CFO roles at Ball Corporation and senior corporate banking experience; he holds a B.S. in Finance (Indiana University) and an M.B.A. (Wayne State University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ball Corporation | EVP & CFO (2021–2023); SVP & CFO (2010–2021); VP & Treasurer (2000–2010); Senior Advisor (2023–2024) | 2000–2024 | Led capital allocation, M&A and post-merger integration (including $6.1B Rexam PLC acquisition), global finance, reporting, and risk management . |
| Bank One, First Chicago, NBD Bank | Senior corporate banking roles | Pre-2000 | Corporate finance and treasury advisory experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CACI International Inc | Director; Audit Committee member | 2024–present | Government technology provider; Morrison sits on CACI’s audit committee . |
| National Association of Manufacturers | Executive Committee Member (Board) | Prior/ongoing | Industry advocacy; governance and policy engagement . |
Board Governance
- Committee assignments: Audit (Chair), Compensation & Development, Executive, Scientific Advisory .
- Independence: Board determined Morrison independent under NYSE/SEC rules .
- Attendance: Board met 6 times in 2024; Morrison attended 100% of Board and committee meetings (only one director missed one Executive Committee meeting) .
- Audit Committee cadence and authority: met 9 times in 2024; Morrison is Chair; duties include auditor oversight, internal controls, risk management, financial reporting policies; signed the Audit Committee report (Feb 13, 2025) .
- Compensation & Development Committee cadence: met 6 times in 2024; all members independent; oversight of pay philosophy, risk alignment, CEO goals/comp; no interlocks or related-party issues among members in 2024 .
- Executive sessions: independent directors met four times in 2024; Board maintains Lead Director role (Dr. Carleone) alongside combined CEO/Chair structure .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (cash) | $125,100 | Board and committee retainers (base annual director cash retainer is $91,600; committee chair/member retainers range $8,000–$25,500 and $2,000–$13,500, respectively; Lead Director retainer $25,000) . |
| Stock Awards (grant-date fair value) | $100,003 | Restricted stock granted April 25, 2024; grant-date fair value per share $69.64; standard vesting 1/3 at each of the next three annual meetings . |
| Total | $225,103 | No option awards outstanding for directors . |
| 2025 Program Update | $111,000 annual restricted stock value effective as of 2025 Annual Meeting | Cash retainers unchanged since 2018 . |
Director stock ownership guidelines and restrictions:
- Must hold shares valued at least 5× the annual director retainer after five years of service; “hold-to-retirement” policy requires retaining at least 75% of net shares from future awards until separation (limited tax-sale exception) .
- Explicit prohibition on short sales, hedging, and pledging of Company securities since 2010 .
Performance Compensation
Directors receive time-based restricted stock; no director-specific performance awards are disclosed. For governance context (committee oversight), Sensient’s incentive metrics for executives:
| Incentive Plan | Metric | Weight | 2024 Targets and Actuals | Resulting Payout Guidance |
|---|---|---|---|---|
| Annual Cash Incentive (Corporate) | Adjusted EBITDA | 70% | Target 6% increase; Max 8% increase; Actual $268.6M (+8.3%) | Above max→200% of target for this metric . |
| Annual Cash Incentive (Corporate) | Local Currency Revenue | 30% | Target +5%; Max +6.5%; Actual ~$1.6B (+7.4%) | Above max→200% of target for this metric . |
| Annual Cash Incentive (Color Group) | Local Currency Operating Profit | 70% | Target +11%; Max +14%; Actual $119.5M (+14.2%) | ~200% payout for this metric . |
| Annual Cash Incentive (Color Group) | Local Currency Revenue | 30% | Target +6%; Max +8%; Actual $647.9M (+7.3%) | ~between target and max (interpolation) . |
| PSU 2025–2027 | Adjusted EBITDA CAGR vs 2024 baseline ($268.6M) | 70% | Min <−3% CAGR→0%; Target +3%→100%; Max ≥+8%→200% | Board-set long-term hurdle . |
| PSU 2025–2027 | Adjusted ROIC vs 2024 baseline (9.0%) | 30% | −50bps→0%; −25bps→25%; +25bps→100%; +50bps→200% | Board-set long-term hurdle . |
Notes:
- 2024 annual incentive payments to NEOs ranged from 193.1%–200% of target based on performance; Committee applies non-GAAP adjustments (FX, Portfolio Optimization costs) .
- PSU and annual plan definitions, weights, and adjustments set by the Compensation Committee; Morrison is a member .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| CACI International Inc (Audit Committee) | No disclosed transactional ties with Sensient | Distinct industry (govt tech), low supply/customer overlap; no related-party transactions disclosed for Morrison . |
Expertise & Qualifications
- Audit committee financial expert; extensive CFO, treasury, capital markets, and M&A integration experience (including Rexam PLC deal) .
- Governance and risk oversight (auditor independence, internal controls, earnings release and guidance practices, complaint procedures) via Audit Committee charter duties .
- Education: B.S. Finance (Indiana University); M.B.A. (Wayne State University). Recognized as CFO of the Year by CFO Magazine and Institutional Investor .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 14, 2025) | 10,096 shares (none of the directors/NEOs ≥1% ownership) . |
| Unvested Restricted Stock (12/31/2024) | 2,603 shares outstanding; no options outstanding . |
| Ownership Guidelines Compliance | Director guideline is 5× annual retainer within 5 years; hold 75% of net shares until retirement; no hedging/pledging allowed . |
Insider trades (recent):
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Apr 24, 2025 | Grant/award (restricted stock) | 1,386 | $0.00 (award) | SEC Form 4 index and XML ; corroborating post and tracker . |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and “financial expert”; 100% attendance; robust chartered responsibilities; no related-party transactions; clear stock ownership alignment and anti-hedging/pledging; active role on an external audit committee (CACI) that reinforces governance expertise .
- Compensation oversight signals: Pay-for-performance rigor (200% outcomes only when exceeding ambitious EBITDA/revenue targets; long-term PSU hurdles on EBITDA CAGR and ROIC); recent say-on-pay support at 92.6% indicates strong shareholder alignment .
- Board structure watchouts: Combined CEO/Chair could raise independence questions; mitigated by Lead Director, regular executive sessions, majority independent Board (8/10) .
- RED FLAGS: None disclosed for Morrison—no conflicts/related-party exposure; no hedging/pledging; strong attendance. Continue monitoring for any evolving interlocks (e.g., supplier/customer ties) and insider transactions patterns; current Form 4 reflects standard annual director equity grant .