David Chao
WESTLAKEAbout David T. Chao
David T. Chao (age 48) has served on Westlake Corporation’s Board since January 2018. He previously led Westlake’s Asia/Middle East business development and was President/Director at PT Titan Petrokimia Nusantara (Indonesia); he is Executive Chairman of Tanglewood Property Management Company (an affiliate of Westlake’s principal stockholder) since July 2017 and CEO of Tempest Peak Management LLC since December 2022. He holds a B.S. in Mechanical Engineering from Rice University and an M.B.A. from The Wharton School of the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westlake Corporation | Director (Class III) | Jan 2018–present | Member, Corporate Risk & Sustainability Committee |
| Westlake Corporation | VP Business Development, Asia & Middle East | Aug 2013–Jul 2017 | Growth initiatives and regional expansion |
| Westlake Corporation | Director, Business Development, Asia & Middle East | Jul 2011–Aug 2013 | Commercial development |
| PT Titan Petrokimia Nusantara (Indonesia) | President & Director | Jan 2008–Dec 2010 | Petrochemical operations leadership |
External Roles
| Organization | Role | Tenure | Description/Notes |
|---|---|---|---|
| Tanglewood Property Management Company (affiliate of principal stockholder) | Executive Chairman | Jul 2017–present | Affiliate entity linked to principal stockholder TTWF LP |
| Tempest Peak Management LLC | Chief Executive Officer | Dec 2022–present | Private management firm |
Board Governance
- Independence: Non-independent due to family affiliation (Chao family controls TTWF LP); Westlake is a “controlled company” under NYSE rules and uses certain exemptions. The Board identifies independent directors separately and notes that non-management directors Catherine T. Chao, Carolyn C. Sabat, and David T. Chao are not independent . TTWF LP and TTWFGP LLC owned 72.3% of Westlake as of March 10, 2025 .
- Committee memberships: Corporate Risk & Sustainability Committee (entire Board serves; chaired by Michael J. Graff). No Audit, Compensation, or Nominating committee roles or chair positions for David T. Chao .
- Attendance: Board met 12 times in 2024; all directors attended at least 75% of Board and applicable committee meetings. All directors (except a new appointee) attended the May 2024 annual meeting .
- Election/tenure: Class III nominee for re-election in 2025 to serve until 2028 . 2025 annual meeting votes: For 111,629,587; Withheld 11,058,510; Broker non-votes 1,915,637 .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $115,000 | $117,500 total (Q1–Q2 $28,750/quarter, Q3–Q4 $30,000/quarter after increase to $120,000 annual effective Q3) |
| Committee chair fees (if applicable) | None for D. Chao (not a chair) | None for D. Chao (not a chair) |
| RSU grant (time-based) | 1,136 RSUs granted Aug 11, 2023; vest Aug 11, 2024 | 1,128 RSUs granted Aug 9, 2024; vest Aug 9, 2025 |
| All other director comp (dividend equivalents, etc.) | Example director totals shown (David Chao: $115,000 cash, $150,000 stock grant fair value, $2,168 other) | Director compensation framework and RSU grants as above |
Westlake’s policy requires directors to attain and retain stock equal to 5× the annual cash retainer; directors are prohibited from hedging and must give notice prior to any pledging; no current pledges by directors .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based equity/bonuses for directors | None disclosed; director RSUs are time-based, with no TSR/EVA performance conditions (performance stock units are used for executives, not directors) |
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| Controlled company status | Ownership/control | TTWF LP/TTWFGP LLC holds 72.3% of common stock; Chao family committee controls voting/disposition; Westlake utilizes NYSE controlled company exemptions . |
| Tanglewood Property Management Company | Affiliate role | David T. Chao is Executive Chairman; certain directors have served or serve as managers/directors of Tanglewood Property Management Company . |
| Related-party transactions | Office lease | Westlake leases principal executive offices from GUIC Post Oak Center, Ltd., an affiliate of TTWF LP/Tanglewood, at market rates; ~$3 million lease payments in 2023; approved by Board without participation of interested directors . |
| Commercial relationships (committee interlock context) | Supplier/customer | Transactions with Air Liquide (linked to director Michael J. Graff): in 2024 ~$45M paid and ~$12M sold; in 2023 ~$43M paid and ~$14M sold . |
Expertise & Qualifications
- Chemical industry and regional growth expertise (Asia/Middle East business development) .
- Prior petrochemical leadership (PT Titan Petrokimia Nusantara) .
- Mechanical engineering degree (Rice University) and M.B.A. (Wharton) .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 10,148 (as of Mar 12, 2024) | 27,207; includes 19,423 shares held in trust (sole trustee) (as of Mar 10, 2025) |
| Shares pledged | None pledged | |
| Unvested director RSUs outstanding | 1,136 RSUs (vested Aug 11, 2024; thus none outstanding after vest date) | 1,128 RSUs granted Aug 9, 2024 vesting Aug 9, 2025 |
| Ownership guideline | 5× annual cash retainer for directors | 5× annual cash retainer for directors |
| Estimated value of holdings vs guideline | Using $114.65/share (12/31/2024), 27,207 shares ≈ $3.12M vs ~$600k guideline (5× $120k) |
Governance Assessment
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Strengths:
- Relevant petrochemical and regional business development experience aligns with Westlake’s global footprint .
- Active Board/committee engagement; all directors met attendance thresholds in 2024 .
- Strong ownership alignment: substantial beneficial ownership; no pledging; robust stock ownership, anti-hedging, and clawback policies in place .
-
Red flags and conflict-watch items:
- Non-independent status and family affiliation within a controlled company structure; oversight mitigations include independent-only committees (Audit, Compensation, Nominating/Governance) and executive sessions of independent directors .
- Related-party exposure through Tanglewood-linked office lease (~$3M in 2023); Board approval process noted, but continued monitoring advisable .
- Broad participation in Corporate Risk & Sustainability Committee by all directors may dilute specialized oversight; however, independent directors populate the financial and compensation committees .
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Shareholder signals:
- 2025 re-election support: 111,629,587 votes for, with 11,058,510 withheld; audit firm ratification passed strongly .
Director compensation is modest and equity is time-based; no performance metrics apply to director pay, limiting pay-for-performance scrutiny directly at the director level .