Carolyn Sabat
WESTLAKEAbout Carolyn C. Sabat
Age 45; director since May 2023; finance/investments background from Goldman Sachs; currently Managing Director – Investments at JADEC, LLC (affiliate of Westlake’s controlling stockholder) and Manager at Tanglewood Property Management Company (affiliate). She is the daughter of Executive Chairman Albert Y. Chao and part of the Chao family that controls TTWF LP, which owns 72.3% of Westlake; the Board classifies her as a non‑independent, non‑management director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goldman Sachs Group, Inc. | Asset Management; ended as Managing Director | Jul 2001–May 2017 | Financial and investment expertise cited by Board as rationale for service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JADEC, LLC (affiliate of principal stockholder) | Managing Director – Investments | Since Jun 2017 | Affiliate of TTWF LP; potential related‑party exposure |
| Tanglewood Property Management Company (affiliate) | Manager | Since Sep 2017 | Westlake leases executive offices from affiliates of Tanglewood; Board approves related‑party leases without interested director participation |
Board Governance
- Classification: Class III director; nominated for re‑election to a term ending 2028 .
- Independence: Not independent under NYSE standards; Westlake is a “controlled company” with 72.3% ownership by TTWF LP and has elected certain NYSE governance exemptions .
- Committee assignments: Member, Corporate Risk and Sustainability Committee (all directors serve); not a member of Audit, Compensation, or Nominating & Governance (these are comprised of independent directors) .
- Attendance: Board met 12 times in 2024; all directors attended at least 75% of Board and committee meetings during periods served; all directors attended the May 2024 annual meeting (except Mr. Cregg) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $117,500 | $28,750 in Q1 & Q2; $30,000 in Q3 & Q4 (annual cash retainer increased from $115,000 to $120,000 effective Q3 2024) |
| Committee membership fees | Not disclosed | Chair stipends only disclosed; she is not a chair |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed |
Performance Compensation
| Award Type | Grant | Vesting | Terms |
|---|---|---|---|
| RSUs (director grant) | 1,128 RSUs to each non‑management director (incl. Sabat) effective Aug 9, 2024 | Vests Aug 9, 2025 (subject to continued service) | One RSU per share; time‑based vesting; value not separately disclosed for directors |
- Stock ownership/hedging: Directors must retain 100% of vested equity (net of taxes) until holdings reach 5x annual cash retainer; shorting/hedging/puts/calls prohibited; notice required before pledging; none of directors/executives currently pledge securities .
Performance metrics tied to director compensation: Not disclosed (director equity appears time‑based RSUs; PSU/option programs apply to executives, not directors) .
Other Directorships & Interlocks
| Company/Organization | Position | Public/Private | Interlock/Conflict Note |
|---|---|---|---|
| Westlake Corporation | Director | Public | Non‑independent; family relationship to Executive Chairman and other directors |
| JADEC, LLC | Managing Director – Investments | Private (affiliate) | Affiliate of controlling stockholder; potential related‑party alignment |
| Tanglewood Property Management Company | Manager | Private (affiliate) | Affiliates lease office space to Westlake; Board uses related‑party approval process; total ~$4M lease payments in 2024; new lease signed Feb 2025 with affiliate Franklin Post Oak, Ltd. |
No other public company directorships disclosed for Ms. Sabat .
Expertise & Qualifications
- Financial/investment expertise from 16 years at Goldman Sachs; Board cites this as core rationale for service .
- Education: Bachelor’s degree in psychology, Princeton University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Carolyn C. Sabat | 2,452 | <1% | None pledged; table reflects beneficial ownership as of Mar 10, 2025 |
| TTWF LP & TTWFGP LLC (controlling holders) | 93,405,554 | 72.3% | Chao family‑managed entities; decisions by a family committee; members disclaim beneficial ownership |
Outstanding director RSUs: 1,128 granted Aug 9, 2024 to non‑management directors, including Sabat; scheduled to vest Aug 9, 2025 (not counted in beneficial ownership as of Mar 10, 2025) .
Governance Assessment
- Board effectiveness: Ms. Sabat serves on the Corporate Risk & Sustainability Committee, participating in oversight of EHS, sustainability, and cybersecurity risk; however, she is not on Audit/Comp/Nominating committees, which remain fully independent—mitigating some risks associated with family influence .
- Independence and conflicts:
- Controlled company structure and multiple family members on Board (including her father, uncle, brother, and cousins) weaken perceived independence and can create real or perceived conflicts of interest .
- Affiliations with JADEC and Tanglewood (both affiliates of the controlling stockholder) and Westlake’s related‑party office leases present ongoing related‑party exposure; Board applies a Related Party Transaction Approval Policy and approves such transactions without interested director participation—an important procedural safeguard .
- Alignment and incentives:
- Director compensation uses a cash retainer plus annual RSU grant; stock ownership/anti‑hedging policy requires 5x retainer in holdings and prohibits hedging/shorting; no pledging reported, supporting alignment, though individual compliance status versus guideline is not disclosed .
- Attendance and engagement: Met at least the 75% attendance threshold for Board/committee meetings; attended the 2024 annual meeting—adequate baseline engagement .
RED FLAGS
- Non‑independent director with extensive family ties to controlling shareholders; concentrated ownership (72.3%) can override minority investor preferences .
- Related‑party transactions (office leases with affiliates of controlling stockholder) persist; while approved per policy, they may attract governance scrutiny .
- Low direct share ownership (<1%): although typical for directors, visibility into compliance with 5x retainer guideline is not provided .
Mitigating Factors
- Audit, Compensation, and Nominating & Governance committees are fully independent and chaired by independent directors; independent director executive sessions occur at least annually .
- Formal related‑party approval policy and exclusion of interested directors from approvals; robust insider trading and anti‑hedging policies .