Sally Susman
About Sally Susman
Sally Susman (age 63) has served as an independent director of UL Solutions Inc. since May 2022. She is Executive Vice President and Chief Corporate Affairs Officer at Pfizer Inc.; prior senior roles include EVP of Corporate Affairs at Pfizer (2010–2018), Chief Communications Officer at Estée Lauder Companies (1999–2007), and EVP of Global Communications at American Express (1990–1996). She holds a B.A. in Government from Connecticut College, and brings deep expertise in communications, public affairs, and stakeholder engagement to the ULS Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | Executive Vice President, Global Communications | 1990–1996 | Led global communications strategy |
| Estée Lauder Companies Inc. | Chief Communications Officer | 1999–2007 | Oversaw corporate communications |
| Pfizer Inc. | Executive Vice President, Corporate Affairs | 2010–2018 | Led corporate affairs; predecessor to current role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Executive Vice President & Chief Corporate Affairs Officer | Current | Corporate affairs leadership |
| International Rescue Committee | Director | Since 2012 | Non-profit governance |
| Council on Foreign Relations | Member | Current | Policy and international affairs network |
| WPP plc (prior) | Director | Prior service (dates not disclosed) | Advertising/marketing board experience |
Board Governance
- Committee memberships: Human Capital and Compensation Committee (HCC) and Nominating and Corporate Governance Committee .
- Independence: The Board affirmatively determined Susman qualifies as an independent director under NYSE rules .
- Attendance: In 2024, the Board held 12 meetings; each director attended at least 75% of Board and applicable committee meetings held during his/her service .
- Committee activity in 2024: HCC met 6 times ; Nominating met 4 times .
- Controlled company context: UL Standards & Engagement (ULSE) controls ~95.7% of voting power and designates four directors; committee composition must include at least one ULSE designee when ULSE can designate ≥2 directors—Susman is not among ULSE designees (names listed: Shannon, Dollive, Tørstad, Williams) .
Fixed Compensation
Program structure effective post-IPO: annual cash retainer $85,000; annual RSU grant $170,000 grant-date fair value; additional cash retainers for committee roles (member and chair rates below). Director RSUs vest on the earlier of one year after grant or the next annual meeting; dividend equivalents accrue and vest with underlying RSUs. Directors may defer cash and RSU awards via the Director Deferred Compensation Plan into stock units settled in Class A shares after a chosen deferral period (5 or 10 years or termination), with dividend equivalents credited during vesting .
| Component | Amount | Detail |
|---|---|---|
| Fees Earned in Cash (2024) | $135,000 | Pro-rated pre-IPO and post-IPO rates; includes committee member retainers |
| RSU Stock Awards (2024) | $169,998 | Grant date May 1, 2024; director RSUs with dividend equivalents |
| All Other Compensation (2024) | $7,708 | Reimbursed travel benefits related to Board meetings |
| Total (2024) | $312,706 | — |
| Unvested RSUs outstanding (12/31/2024) | 4,915 units | Includes dividend equivalents |
Committee cash retainers (annual, post-IPO): 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 .
Performance Compensation
Director equity is time-based (no performance metrics). Vesting details:
- Annual RSU grant $170,000 FV; vests on earlier of 1-year anniversary or next annual meeting; dividend equivalents accrue and vest with RSUs; settlement in Class A shares .
- Deferred compensation option to convert cash and RSUs into stock units; settlement in Class A shares; dividend equivalents credited; deferral choices: 5 years, 10 years, or until board service termination .
| Grant Type | Grant Date | Vesting | Settlement | Dividend Equivalents |
|---|---|---|---|---|
| Director RSUs | May 1, 2024 | Earlier of 1-year anniversary or next annual meeting | Class A shares under 2024 LTIP | Credited and vest with RSUs |
| Deferred Stock Units (if elected) | At election | Per deferral elections; accelerates on change in control | Class A shares | Credited and vest with associated amounts |
Other Directorships & Interlocks
| Company | Current/Former | Potential Interlock/Conflict |
|---|---|---|
| WPP plc | Former Director | No ULS-related transaction disclosed |
| Pfizer Inc. | Current EVP | No ULS-related transaction disclosed; role noted for time/engagement monitoring |
No related-party transactions disclosed involving Susman. ULS has governance and commercial arrangements with UL Research Institutes and UL Standards & Engagement (leases, services, trademarks, standards access) approved and overseen by the Audit Committee under the related-party policy; these are enterprise-level and not director-specific .
Expertise & Qualifications
- Communications and public affairs leadership (Pfizer, Estée Lauder, American Express) .
- Government and stakeholder relations; global networks (Council on Foreign Relations; IRC board) .
- Human capital and compensation oversight via HCC membership .
- Nominating and governance oversight via Nominating Committee .
Equity Ownership
| Holder | Shares of Class A | % of Class A | Notes |
|---|---|---|---|
| Sally Susman | 8,498 | <1% | Includes 4,927 RSUs subject to vest within 60 days after March 26, 2025 |
- Director stock ownership guideline: 5× annual cash retainer; until met, directors must retain 100% of shares from equity awards after taxes and costs. As of December 31, 2024, all non-employee directors either satisfied guidelines or are in compliance via retention requirement .
- Hedging/pledging policy: Directors, Section 16 officers, employees, and their controlled entities are prohibited from hedging, short sales, options/derivative trading, purchasing on margin, borrowing against, or pledging ULS stock .
Governance Assessment
- Strengths: Independent status; active roles on HCC and Nominating committees; compliance with robust stock ownership guidelines and anti-hedging/pledging policy; clear director compensation structure with equity alignment; attendance threshold met; ability to defer compensation into stock units aligning interests with shareholders .
- Controlled company risks: UL Standards & Engagement controls ~95.7% voting power, designates four directors, has committee representation rights and broad consent rights over significant corporate actions, which can constrain Board discretion and investor influence—ongoing monitoring of independent director effectiveness (including Susman) and committee autonomy is warranted .
- Conflicts/related party: No Susman-specific related-party transactions disclosed; enterprise transactions with UL Research Institutes/ULSE are governed by policy and Audit Committee oversight .
- RED FLAGS: Controlled company status and ULSE consent/observer rights could diminish minority shareholder influence and create perception of reduced Board independence; mitigate via strong independent director engagement and clear committee oversight .