Jeffrey Sheets

About Jeffrey W. Sheets

Jeffrey W. Sheets (age 67) has served as an independent director of Westlake Corporation since January 2018. He is the former Executive Vice President and Chief Financial Officer of ConocoPhillips (2010–2016) with a 36+ year career at ConocoPhillips and predecessor companies; he began as a process engineer and later held senior finance roles including SVP Planning & Strategy and VP & Treasurer. He holds a B.S. in Chemical Engineering from Missouri University of Science and Technology and an M.B.A. from the University of Houston; he also serves on the Board of Trustees at Missouri S&T. He is currently a director of Chord Energy Corporation (since May 2024) and Schlumberger Limited (since October 2019), and was previously a director of Enerplus Corporation (Dec 2017–May 2024) and DCP Midstream Partners LP .

Past Roles

External Roles

Board Governance

• Independence and role: The Board determined Mr. Sheets is independent under SEC and NYSE standards . He is designated an “audit committee financial expert” by the Board .
• Committee assignments and leadership:
  • Audit Committee – Member; Committee held 7 meetings in 2024 .
  • Compensation Committee – Member; Committee held 5 meetings in 2024 .
  • Nominating & Governance Committee – Chair; Committee held 4 meetings in 2024 .
  • Corporate Risk & Sustainability Committee – Member (all directors serve); Committee held 4 meetings in 2024 .
• Attendance and engagement: The Board met 12 times in 2024; all directors attended ≥75% of Board and committee meetings. All directors attended the May 2024 annual meeting (except Mr. Cregg, who joined later) .
• Executive sessions: Non-management directors meet in executive session regularly with a rotating presider; independent directors meet at least annually with a rotating presider .
• Controlled company context: TTWF LP owns 72.3% of outstanding shares; Westlake is a “controlled company” under NYSE rules and has elected certain governance exemptions, though the Audit, Compensation, and Nominating & Governance Committees are composed of independent directors .

Fixed Compensation (Director)

Performance Compensation (Director)

• Structure: No performance-based cash or equity for non-management directors; annual equity grants are time-based RSUs vesting after the stated period .
• Stock ownership and risk policies (governance “metrics”):
  • Ownership guideline: Directors must retain 100% of vested shares/RSUs (net of taxes) until holdings reach 5x the annual cash retainer, or until service ends .
  • Hedging/shorting: Prohibited for directors and executives .
  • Pledging: Notice required prior to any pledge; currently, none of the directors or executives pledge Westlake securities .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Designated “audit committee financial expert”; former CFO of a Fortune 500 energy company (ConocoPhillips) .
• Industry experience: Extensive energy sector background and capital markets/finance leadership; technical foundation in chemical engineering .
• Education: B.S. Chemical Engineering (Missouri S&T); M.B.A. (University of Houston) .

Equity Ownership

Insider Trades (Form 4) – Jeffrey W. Sheets

Note: Form 4 “M-Exempt” entries reflect the conversion/settlement of RSUs into common stock at vesting; share count differences relative to original RSU grants can reflect dividend equivalent adjustments per award terms.

Governance Assessment

• Strengths for investor confidence
  • Independence and financial credibility: Sheets is an independent director and an “audit committee financial expert,” serving on Audit and Compensation and chairing Nominating & Governance—positions that influence oversight quality .
  • Engagement: Board and committee attendance thresholds met; Board held 12 meetings in 2024; directors attended the 2024 annual meeting (Sheets included) .
  • Alignment policies: Robust ownership guideline (5x retainer), anti-hedging/shorting, pledge-notice requirement; company states no current pledges by directors or executives .
  • Director equity in stock units: Time-based RSUs create ongoing exposure to share price and encourage longer-term alignment .
  • Company say-on-pay backdrop: Prior say-on-pay vote in 2023 had >96% support, indicating shareholder acceptance of compensation governance at the company level .
• Risk indicators and potential red flags
  • Controlled company structure: Westlake is controlled by TTWF LP (72.3% ownership) and relies on certain NYSE exemptions; while key committees consist of independent directors, the structure concentrates voting power with the controlling shareholder .
  • Board independence dynamics: The Board includes several Chao family members; independent directors meet at least annually in executive session, which may be viewed as less frequent than some peers that hold executive sessions quarterly .
  • Related-party and interlocks: The Compensation Committee Interlocks note significant transactions with Air Liquide tied to another director’s prior role; no such interlocks were disclosed involving Sheets .

All citations: Board independence and controlled company status ; Audit, Compensation, CR&S committees and meetings ; Nominating & Governance chairmanship and meetings ; Attendance and director compensation framework (cash retainers and RSUs) ; Ownership table (11,631 shares; <1%; no pledges) ; Say-on-pay support ; Anti-hedging, ownership guidelines, pledging policy . Insider trades are cited directly to SEC Forms 4 via the provided EDGAR links.