Michael Thaman
About Michael H. Thaman
Michael H. Thaman (age 61) is an independent director of UL Solutions (ULS) and Chair of the Audit Committee; he has served on the Board since June 2021 and is also a member of the Finance Committee . He was previously CEO and Board Chair of Owens Corning (2007–2020) and CFO (2000–2007), CEO of UBQ Materials in 2020, and holds a B.S. in Electrical Engineering and Computer Science from Princeton University . The Board has affirmatively determined he is an “independent director” under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBQ Materials | Chief Executive Officer | Mar 2020 – Dec 2020 | CEO of cleantech company converting solid waste into sustainable raw material |
| Owens Corning (NYSE: OC) | Chief Executive Officer | 2007 – 2020 | Led large multinational building products manufacturer |
| Owens Corning (NYSE: OC) | Chair of the Board; Director | 2002 – 2020 (Chair and Director) | Board leadership and oversight |
| Owens Corning (NYSE: OC) | Chief Financial Officer | 2000 – 2007 | Senior finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| L’Air Liquide S.A. (OTC: AIQUY) | Director | Since 2023 | Board member |
| The Sherwin-Williams Company (NYSE: SHW) | Director | Since 2017 | Audit Committee member |
| Kohler Co. (Private) | Director | Not disclosed | Board member |
| AeroSeal, Inc. (Private) | Director | Not disclosed | Board member |
Board Governance
- Committee assignments: Audit Committee Chair; Finance Committee member; Audit met 7 times in 2024; Finance met 5 times in 2024 .
- Independence and expertise: Board deems Thaman independent; he is designated an “audit committee financial expert” under Item 407(d)(5) of Reg S-K .
- Attendance and engagement: The Board held 12 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors meet regularly in executive sessions .
- 2025 director election result (signal of support): Thaman received ~1.437 billion votes “For” vs ~2.11 million “Withhold” at the May 20, 2025 Annual Meeting .
- Controlled company context: UL Standards & Engagement (ULSE) controls ~95.7% of voting power and holds consent and designation rights, which shape board/committee composition and major corporate actions .
Fixed Compensation (Non‑Employee Director)
Program structure (post‑IPO):
- Annual cash retainer: $85,000; Annual RSU grant value: $170,000 (RSUs vest by next annual meeting or one year) .
- Additional retainers: Chair of Board $120,000; Audit Chair $20,000; Audit Member $10,000; Finance Chair $12,500; Finance Member $6,250; HCC Chair $15,000; HCC Member $7,500; Nominating Chair $12,500; Nominating Member $6,250 .
- Director Deferred Compensation Plan available for cash/RSU deferrals into stock units, settled in Class A shares after the elected deferral period .
2024 actual compensation for Michael H. Thaman:
| Component | 2024 Amount |
|---|---|
| Cash fees (retainers, committee roles; pro‑rated pre/post IPO schedule) | $157,500 |
| Equity (RSUs, grant date fair value) | $169,998 |
| All other compensation | $0 |
| Total | $327,498 |
Notes:
- As of Dec 31, 2024, each director had 4,915 unvested RSUs outstanding (including dividend equivalent RSUs) from the May 1, 2024 grant .
- The program historically transitioned at IPO; pre‑IPO compensation was cash‑only; post‑IPO program reflects retainer + RSU mix guided by FW Cook .
Performance Compensation
| Plan/Metric | Weighting | Metric Definition | Outcome |
|---|---|---|---|
| Non‑employee director RSUs | N/A (time‑based) | Annual RSUs vest on earlier of 1‑year anniversary or next annual meeting; no performance metrics | Time‑based vesting only; no performance conditions |
No performance‑conditioned equity or cash incentives are disclosed for non‑employee directors; compensation is structured as fixed cash plus time‑based RSUs .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Notes |
|---|---|---|---|
| The Sherwin‑Williams Company (NYSE: SHW) | Coatings | Director; Audit Committee | No related‑party transactions involving Thaman disclosed in ULS proxy – |
| L’Air Liquide S.A. (OTC: AIQUY) | Industrial gases | Director | No related‑party transactions involving Thaman disclosed in ULS proxy – |
| Kohler Co. (Private) | Industrials/Consumer | Director | No related‑party transactions involving Thaman disclosed in ULS proxy – |
| AeroSeal, Inc. (Private) | Building efficiency | Director | No related‑party transactions involving Thaman disclosed in ULS proxy – |
The “Certain Relationships and Related Party Transactions” section centers on ULSE arrangements (leases, services, standards access, consent rights). The proxy does not identify any Thaman‑specific related‑party transactions –.
Expertise & Qualifications
- Deep executive leadership and financial expertise from Owens Corning (CEO, Chair, CFO) and UBQ Materials CEO role; technology/operations grounding via Princeton EECS degree .
- Designated “audit committee financial expert,” with current oversight of financial reporting, internal controls, risk, compliance, and auditor independence at ULS .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 13,855 shares of Class A common stock (includes RSUs vesting within 60 days via director footnote) |
| Ownership % of outstanding | <1% (per beneficial ownership table, asterisk denotes less than 1%) |
| Pledging/hedging | Prohibited for directors; no short sales, options, or pledges allowed |
| Director ownership guideline | 5× annual cash retainer; directors must retain 100% of shares from equity awards until guideline met |
| Compliance status | As of Dec 31, 2024, all non‑employee directors either met the guideline or were compliant via retention requirement |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” status; strong multi‑industry board experience; robust hedging/pledging prohibitions; director ownership guidelines supporting long‑term alignment .
- Engagement signal: High shareholder support for Thaman’s 2025 election and strong 2025 Say‑on‑Pay outcome (~1.439B For; only ~0.374M Against), indicating broad investor confidence .
- Structural consideration: UL Solutions operates as a “controlled company” (ULSE ~95.7% voting power) with designation and consent rights over significant actions—heightening the importance of effective independent committee leadership (including Audit) to protect minority holders .
- Conflicts/related parties: Proxy discloses ULSE‑related arrangements; no Thaman‑specific related‑party transactions are identified –.
Overall, Thaman’s audit leadership, independence, and financial expertise are positives for board effectiveness and investor confidence, while the controlled‑company framework warrants continued focus on committee oversight and minority shareholder protections .