Catherine Chao
WESTLAKEAbout Catherine T. Chao
Independent director status: Not independent. Catherine T. Chao (age 47) joined Westlake Corporation’s Board in May 2023 and serves as a Class I director. She is a registered architect with experience in building and construction, and holds a B.S. in Product Design (Stanford), M.Arch (Rhode Island School of Design), and MBA and Masters in Urban Planning (Columbia). She is the daughter of Senior Chairman James Y. Chao and a member of the Chao family that controls Westlake’s principal stockholder TTWF LP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greg Yang Design | Project Architect | 2007–2013 | Building and construction experience |
| Parsons The New School of Design | Adjunct Professor, School of Constructed Environments | 2008–2013 | Academic perspective; design/urban environments |
| Tanglewood Property Management Company (affiliate of principal stockholder) | Various roles; appointed Manager | Various since 1997; Manager since Sep 2017 | Affiliate linkage to controlling stockholder (interlock) |
| Tuyo Development | Director & Co-Founder | Since 2019 | Entrepreneurial/operator experience |
| Grains of Salt | Founding Partner | Since 2016 | Entrepreneurial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tuyo Development | Director & Co-Founder | Since 2019 | Private company |
| Grains of Salt | Founding Partner | Since 2016 | Private company |
| Tanglewood Property Management Company (affiliate of TTWF LP) | Manager | Since Sep 2017 | Affiliate to controlling stockholder (governance interlock) |
Board Governance
- Independence: Not independent (non-management director, but one of three not independent), alongside Carolyn C. Sabat and David T. Chao .
- Committees: Member, Corporate Risk & Sustainability Committee (all directors serve); not listed on Audit, Compensation, or Nominating & Governance Committees, which are composed entirely of independent directors .
- Attendance: Board held 12 meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the May 2024 annual meeting (except Cregg, who joined in Dec 2024) .
- Controlled company: TTWF LP and TTWFGP LLC own 72.3% of Westlake; Westlake avails certain NYSE controlled-company exemptions on independent-committee requirements .
- Executive sessions: Non-management directors meet regularly without management; independent directors meet at least annually; presiding director role rotates .
Fixed Compensation
| Component | Amount/Units | Timing/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $117,500 for 2024 | $28,750 Q1–Q2; $30,000 Q3–Q4; annual retainer increased from $115,000 to $120,000 effective Q3 2024 | Directors who are employees receive no director pay; Catherine is non-management |
| RSU grant (non-management directors) | 1,128 RSUs | Granted Aug 9, 2024; vest Aug 9, 2025 (subject to continued service) | Time-based vesting; one RSU = one share |
| Committee chair fees | N/A for Catherine | Audit Chair $25k; Comp Chair $20k; N&G Chair $17.5k→$20k Q3; CRS Chair $17.5k→$20k Q3 | Catherine is not a chair |
Performance Compensation
| Pay Element | Performance Metric | Structure | Applicability to Director Pay |
|---|---|---|---|
| Director equity | None disclosed | RSUs time-based vesting (no TSR/EVA metrics) | Director grants are not performance-conditioned |
Directors at Westlake receive cash retainers and time-vested RSUs; no performance-linked (PSU/option) components are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company directorships disclosed for Catherine |
| Tanglewood Property Management Company | Private | Manager | Affiliate of TTWF LP, Westlake’s controlling stockholder (family interlock) |
Expertise & Qualifications
- Registered architect in New York and Oregon; member of AIA and American Planning Association .
- Building and construction industry experience; academic teaching in constructed environments .
- Advanced urban planning and business credentials (MBA, MUP) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 23,875 | Includes 19,423 in a trust for her benefit; sole trustee |
| Ownership % of outstanding | ~0.0186% | 23,875 ÷ 128,489,006 shares outstanding as of Mar 10, 2025 |
| RSUs outstanding (director grant) | 1,128 | Granted Aug 9, 2024; vest Aug 9, 2025 |
| Pledged shares | None | Company states none of directors’ or executives’ shares are pledged |
| Stock ownership guidelines | 5× annual cash retainer | Directors must retain shares until guideline met; anti-hedging/pledging policy; none currently pledge |
Insider Trades
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Proxy statement does not include Form 4 data; Company has insider trading policy on file |
Governance Assessment
- Independence and interlocks: Catherine is not independent and is a member of the controlling Chao family, with a managerial role at an affiliate of TTWF LP. This elevates conflict risk and reduces autonomous oversight; Westlake’s controlled-company status and exemptions further dilute independent committee control .
- Committee effectiveness: She serves on Corporate Risk & Sustainability, which covers EHS, sustainability, and cybersecurity risk; Audit, Compensation, and Nominating & Governance remain entirely independent-member committees, limiting her influence on financial oversight, pay, and nominations .
- Attendance and engagement: Meets attendance expectations (≥75%); attended annual meeting, supporting baseline engagement .
- Compensation alignment: Director pay is a modest cash retainer plus time-vested RSUs; guidelines require 5× retainer in equity; no hedging/pledging permitted, and none pledged—positive for alignment. Lack of performance-conditioned director pay is typical but provides limited pay-for-performance signaling .
- RED FLAGS:
- Non-independence and family ties to controlling stockholder (TTWF LP 72.3%) raise potential related-party and influence concerns .
- Affiliate role at Tanglewood (controlling stockholder affiliate) constitutes an interlock that may affect perceived independence in risk oversight .
- Contextual signals: Company-wide say-on-pay support previously strong (96% in 2023), but this pertains to executives; Board structure emphasizes independent control over key committees despite controlled-company exemptions, which partially mitigates governance concerns .
Overall: Catherine’s profile adds sector-relevant design/urban planning experience but carries material independence and interlock considerations due to family ties and affiliate roles. Investors should monitor committee processes (particularly nominations and compensation, where she is not a member) and disclosures around related-party dealings for continued assurance on board effectiveness and risk oversight.