Sandra Duhé
About Sandra C. Duhé
Sandra C. Duhé, Ph.D., MBA, age 56, is an independent director of United States Lime & Minerals, Inc. (USLM) since August 2022 and is designated by the board as an audit committee financial expert . Her background spans government affairs, crisis management, media relations, financial and risk communications, and community outreach; she previously held corporate communications and financial roles in the energy sector, most recently at ExxonMobil . She served as professor and chair of Corporate Communication and Public Affairs at Southern Methodist University (2012–2025) and is managing director of Duhé Ventures, LLC; she also consults for CCA, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExxonMobil (energy sector) | Financial analyst; Public affairs manager; Corporate brand manager; Corporate spokesperson | 1990–2004 | Corporate communications leadership; financial and risk communications |
| Travel Guide Holdings, Inc. (ExxonMobil subsidiary) | Vice President | 1990–2004 | Subsidiary leadership; brand and stakeholder engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern Methodist University (SMU) | Professor and Chair, Division of Corporate Communication and Public Affairs | 2012–2025 | Academic leadership in corporate communication |
| Duhé Ventures, LLC | Managing Director | Ongoing | Executive education and publishing |
| CCA, Inc. | Independent Consultant | Since 2017 | Communication consulting |
Board Governance
- Independence: Board determined Ms. Duhé is independent under Nasdaq rules and designated her an audit committee financial expert .
- Committee assignments:
- Audit Committee member; the committee oversees financial reporting, internal control, disclosure, cybersecurity, related-party transactions, insider trading policy, and whistleblower procedures .
- Compensation Committee member; the committee sets officer compensation, administers the 2001 plan, and oversees compensation risk .
- Nominating & Corporate Governance Committee member; the committee handles director nominations, independence determinations, committee membership, diversity, and shareholder communications .
- Chair roles: Not disclosed for Ms. Duhé. Audit Chair is Tom S. Hawkins, Jr.; Compensation Chair is Richard W. Cardin; Nominating Chair is Antoine M. Doumet .
- Attendance and engagement (2024): Board met 7x; Audit 6x; Compensation 4x; Nominating 5x; each director attended at least 75% of board and relevant committee meetings; all directors attended the 2024 annual meeting in person .
- Insider trading policy: Prohibits short selling, hedging, and pledging of company stock; imposes blackout and preclearance for insiders .
2024 Meetings
| Committee | Meetings Held (2024) |
|---|---|
| Board | 7 |
| Audit | 6 |
| Compensation | 4 |
| Nominating & Corporate Governance | 5 |
Fixed Compensation
- Director fee schedule (current): Annual cash retainer $20,000; per diem meeting fee $1,500; telephonic meeting fee $1,000; Audit Chair retainer $10,000; Compensation Chair retainer $5,000 .
- 2024 Actual (Ms. Duhé): Cash fees earned $41,000 .
| Component | Amount |
|---|---|
| Annual cash retainer | $20,000 |
| Per diem (in-person) | $1,500 per meeting |
| Telephonic meeting | $1,000 per meeting |
| Chair fees (if applicable) | Audit Chair +$10,000; Compensation Chair +$5,000 (not applicable to Ms. Duhé) |
| 2024 cash earned (Ms. Duhé) | $41,000 |
Performance Compensation
- Equity grant framework (non-employee directors): Annually, at election/re-election, either 9,000 stock options (vest immediately) or 3,000 restricted shares (vest in six months); options strike at market close on grant date .
- 2024 Actual (Ms. Duhé): Stock awards (grant-date fair value) $196,020; option awards not used .
- Performance metrics: No performance conditions disclosed for director equity grants (time-vested only) .
| Equity Element | Grant Mechanics | Vesting | 2024 Amount (Ms. Duhé) |
|---|---|---|---|
| Annual director grant (choice) | 9,000 options or 3,000 RS | Options vest immediately; RS vest at 6 months | $196,020 fair value (RS elected; options $0) |
Other Directorships & Interlocks
- Current public company boards: None disclosed in proxy biography .
- Prior public company boards: Not disclosed .
- Private/non-profit/academic: Academic leadership at SMU; Managing Director Duhé Ventures; consultant to CCA, Inc. .
- Interlocks/conflicts: None disclosed; audit committee (including Ms. Duhé) reviews and approves related-party transactions, including potential dealings with majority shareholder Inberdon, via written policies and arms’-length standards .
Expertise & Qualifications
- Audit committee financial expert designation; CPA background not claimed (designation based on education/experience) .
- Expertise areas: Government affairs, crisis management, media relations, financial and risk communications, community outreach .
- Education: Ph.D., MBA .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Sandra C. Duhé | 2,128 | <1% | No unvested restricted stock listed for Ms. Duhé as of March 14, 2025; policy prohibits hedging/pledging |
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert designation; sits on audit and compensation committees central to oversight of reporting and pay .
- Strong attendance policy; directors met frequently in 2024; Ms. Duhé’s committees were active (Audit 6x; Compensation 4x; Nominating 5x) .
- Director equity grants provide alignment; Ms. Duhé elected RS over options; insider policy bans hedging/pledging to protect alignment .
- Risks and Red Flags (board-level context):
- Majority shareholder Inberdon controls ~61.68% of shares; related-party transactions are overseen by audit committee (which includes Ms. Duhé), but concentrated ownership can limit minority shareholder influence. Oversight mitigants include arms’-length review and potential fairness opinions .
- Independence determination for Chairman Antoine M. Doumet despite familial link to controlling shareholder (brother of George M. Doumet) underscores the importance of robust committee oversight; Ms. Duhé’s audit role is relevant here .
- Compensation mix and engagement:
- Ms. Duhé’s 2024 compensation: $41,000 cash plus $196,020 equity; equity is time-vested (no performance metrics), which is typical for director pay but provides ownership exposure .
- Attendance:
- Directors attended ≥75% of meetings; all attended 2024 annual meeting in person—indicator of engagement .
Overall, Ms. Duhé’s independence, audit expertise, and committee roles support board effectiveness in financial oversight and pay governance. The presence of a controlling shareholder elevates related-party risk, but audit committee procedures—where she serves—are designed to mitigate conflicts through formal review standards .