Bruce Northcutt
WESTLAKEAbout R. Bruce Northcutt
Independent director of Westlake Corporation since May 2013; age 65. Former CEO and Chairman of Navitas Midstream and Copano Energy; earlier senior roles at El Paso/Tenneco Energy. BS in Petroleum Engineering (Texas Tech); Registered Professional Engineer (inactive) in Texas. The Board cites his extensive energy industry and CEO experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Navitas Midstream Partners / Navitas Midstream Management | Partner; Chairman, CEO & President | 2013–2022 | Led growth to sale to Enterprise Products Partners in Feb 2022 . |
| Copano Energy, L.L.C. | President, COO (2003–2009); President & CEO; Director | to May 2013 | Led operations through sale to Kinder Morgan Energy Partners in May 2013 . |
| El Paso Global Networks / El Paso Gas Services | Managing Director; President; VP, Business Development | 1998–2003 | Oversaw business development and network operations . |
| Tenneco Energy / Tenneco Oil E&P | Various engineering, pipeline supply/marketing, regulatory roles | 1982–1998 | Broad operational/regulatory leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ball Ventures LLC | Director | Feb 2023–Mar 2025 | Private company board service concluded Mar 2025 . |
Board Governance
- Independence: Determined independent under NYSE and SEC rules .
- Committee assignments and chairs:
- Compensation Committee: Chairman; 5 meetings in 2024; oversees executive/director pay and clawback policy .
- Audit Committee: Member; Board determined him to be an “audit committee financial expert”; 7 meetings in 2024 .
- Nominating & Governance Committee: Member; 4 meetings in 2024 .
- Corporate Risk & Sustainability Committee: Member; 4 meetings in 2024 .
- Board leadership/controlled company: TTWF LP controls 72.3% of shares; Westlake uses certain NYSE controlled-company exemptions for committee independence .
- Attendance: Board met 12 times in 2024; all directors attended at least 75% of Board and committee meetings where they served; directors encouraged to attend the annual meeting (all attended May 2024, except a new director) .
- Executive sessions: Non-management and independent directors hold regular executive sessions; presiding director rotates .
Fixed Compensation
| Component (Director) | Amount | Period/Detail |
|---|---|---|
| Annual cash retainer | $117,500 | 2024: $28,750 Q1–Q2; $30,000 Q3–Q4 (retainer increased from $115,000 to $120,000 effective Q3) . |
| Compensation Committee Chair fee | $20,000 | Annual (increased from $17,500 to $20,000 effective Q3 2024) . |
| Meeting fees | Not disclosed | No per-meeting fees disclosed; structure emphasizes retainers . |
Stock ownership guideline for directors: retain 100% of vested equity (net of taxes) until holdings reach 5x annual cash retainer; anti-hedging and pledging policy; none of the directors currently pledge Westlake securities .
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Terms |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Aug 9, 2024 | 1,128 | Aug 9, 2025 | One RSU = one common share; time-based vesting for non-management directors . |
Clawback: Board adopted Dodd-Frank/NYSE-compliant clawback policy in Nov 2023 requiring recovery of incentive-based compensation upon certain restatements (3-year lookback) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks and related-party context | Committee comprised of independent directors; disclosure notes Westlake purchased ~$45M and sold ~$12M of products/services with Air Liquide in 2024 while committee member Michael J. Graff served as an Air Liquide executive until July 2024 (potential information-flow interlock risk) . |
| Controlled-company status | TTWF LP and TTWFGP LLC own 72.3% of common stock (family-controlled); impacts committee independence requirements and investor perceptions of governance autonomy . |
Expertise & Qualifications
- Energy/midstream operations, M&A integration, pipeline/regulatory, and CEO experience .
- Audit Committee financial expert designation by Board (financial oversight competence) .
- Technical credential: BS Petroleum Engineering; Registered PE (inactive) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged? | Date |
|---|---|---|---|---|
| R. Bruce Northcutt | 20,055 | <1% | None pledged | As of Mar 10, 2025 . |
Unvested director equity: 1,128 RSUs scheduled to vest Aug 9, 2025 for non-management directors (including Northcutt) .
Insider Trades (Form 4)
| Date | Transaction | Quantity | Vesting/Notes | Post-Transaction Holdings |
|---|---|---|---|---|
| Aug 8, 2025 | RSU reporting | 2,168 RSUs | Time-based; 1:1 conversion into common; vest Aug 8, 2026 | 21,183 common shares beneficially owned after updates |
| Aug 9, 2025 | Common-stock entry (RSU-related) | 1,128 units | Grant originally on Aug 9, 2024; vest on first anniversary | Included in total beneficial ownership above |
Governance Assessment
-
Strengths:
- Independent director with deep energy operational and CEO background; Audit Committee financial expert designation supports financial oversight quality .
- High engagement indicators: multiple committee memberships and chair role; Board/committee meeting cadence disclosed; directors met attendance thresholds .
- Robust governance policies: director ownership guidelines (5x retainer), anti-hedging/pledging, and clawback policy; no pledging by directors .
-
Watch items / potential investor confidence risks:
- Controlled-company structure (72.3% ownership by TTWF LP/TTWFGP LLC) may reduce perceived board independence despite formal independence status; exemptions used for committee independence .
- Committee interlock context: significant transactions with Air Liquide while a committee member held executive roles there (not Northcutt, but within his committee oversight purview), requiring continued attention to conflict management .
- Director equity grants are time-based RSUs (no performance conditions), which are typical for directors but provide limited direct pay-for-performance alignment; alignment relies on ownership guidelines and equity holding mandates .
-
Shareholder engagement signals:
- Prior say-on-pay support strong (96% at 2023 meeting), suggesting investor approval of compensation governance framework overseen by the Compensation Committee .
- Compensation program uses EVA/TSR metrics for executives, with clear disclosures and banking to moderate cyclicality; while not directly affecting director pay, it reflects committee rigor under Northcutt’s chairmanship .