Kimberly Lubel
WESTLAKEAbout Kimberly S. Lubel
Kimberly S. Lubel (age 60) is an independent director of Westlake Corporation (WLK) since May 2020. She is recognized by the Board as an “audit committee financial expert” and serves on multiple key board committees. Her background includes CEO experience at CST Brands and senior legal leadership at Valero, with degrees in Spanish and International Studies (Miami University), MA in International Relations (Baylor), JD (UT Austin), and completion of Stanford’s Executive Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CST Brands, Inc. | Chairman, President & CEO | 2013–Jun 2017 | Led public company post-spin from Valero; exited via sale to Alimentation Couche-Tard |
| Valero Energy Corp. | EVP & General Counsel | Oct 2008–Dec 2012 (joined 1997) | Oversight of legal, tax, HSE, energy & gases, reliability, project execution |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| PBF Energy Inc. | Director | Aug 2017 | Public company board |
| Southwest Research Institute | Director | 2019 | Non-profit R&D institute |
| Arcosa, Inc. | Director | Nov 2021 | Public company board |
| Inspire Trust Company, N.A. | Director | Jan 2022 | Banking/trust company |
| WPX Energy Inc. | Former Director | Dec 2011–Jan 2021 | Prior public company board |
| The Exco Group | Executive coach & independent consultant | 2022–present | Advisory role |
Board Governance
- Independence: Lubel is independent under SEC and NYSE standards; WLK is a “controlled company” and utilizes certain NYSE governance exemptions .
- Committee memberships (2024–2025):
- Audit Committee (member; chair: Mark A. McCollum; 7 meetings in 2024; all members independent; Lubel designated financial expert) .
- Compensation Committee (member; chair: R. Bruce Northcutt; 5 meetings in 2024; all members independent) .
- Nominating & Governance Committee (member; chair: Jeffrey W. Sheets; 4 meetings in 2024; all members independent) .
- Corporate Risk & Sustainability Committee (member; chair: Michael J. Graff; 4 meetings in 2024; full board membership) .
- Attendance: Board held 12 meetings in 2024; all directors attended ≥75% of Board/committee meetings on which they served; all directors attended the May 2024 annual meeting (except Mr. Cregg, appointed in Dec 2024) .
- Executive sessions: Non-management directors meet regularly without management; independent directors meet at least annually; presiding director rotates .
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer (2024) | $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 chair retainers | Audit chair $25,000; Compensation chair $20,000; Nominating & Governance chair $17,500 (raised to $20,000 effective Q3 2024); Corporate Risk & Sustainability chair $17,500 (raised to $20,000 effective Q3 2024) | Lubel is a committee member, not a chair |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
Performance Compensation
| Grant Type | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| RSU (annual non-management directors) | Aug 9, 2024 | 1,128 | Aug 9, 2025 | Granted to all non-management directors (including Lubel); one RSU per share at vesting |
| RSU (annual non-management directors) | Aug 8, 2025 | 2,168 | Not specified in proxy; Form 4 award disclosed | Form 4 shows RSU award of 2,168 units to Lubel on 2025-08-08 |
WLK’s director equity grants are time-based RSUs; the proxy does not disclose performance-conditioned equity for directors. Executive clawback policy adopted Nov 2023 applies to executive officers; director clawbacks are not specified .
Other Directorships & Interlocks
- Interlocks/related-party context: Compensation Committee members were independent; the company purchased ~$45M and sold ~$12M of goods/services with Air Liquide in 2024 while director Michael Graff was an executive at Air Liquide until July 2024. The proxy disclosed this in “Compensation Committee Interlocks” and noted Board independence determinations considered Graff’s role; Lubel’s independence is affirmed .
Expertise & Qualifications
- Financial and legal expertise; designated “audit committee financial expert” .
- CEO leadership in energy retail and refining; broad governance and operational oversight experience .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 10,525 | Mar 10, 2025 | <1% of class; none pledged |
| Shares outstanding | 128,489,006 | Mar 10, 2025 | Record date per proxy |
| Ownership % of outstanding | ~0.0082% | Mar 10, 2025 | Derived from 10,525 / 128,489,006 |
| Unvested RSUs | 1,128 | Aug 9, 2024 grant; vest Aug 9, 2025 | Director annual RSU grant |
| Post-transaction holdings (Form 4) | 11,653 common | Aug 9, 2025 | After 1,128 RSUs converted on 2025-08-09 |
| Ownership/hedging policy | Must retain 100% of vested stock until holdings equal 5× annual cash retainer; hedging/shorting prohibited; none currently pledge | Applies to directors and executives; anti-hedging disclosed |
Insider trades (Form 4 summary)
| Transaction Date | Type | Security | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-08-09 | Award (A) | RSU | 1,128 | $0 | 1,128 | |
| 2024-08-11 | Exempt conversion (M) | Common Stock | 1,136 | $0 | 10,525 | |
| 2024-08-11 | Exempt disposition (M) | RSU | 1,136 | $0 | 0 | |
| 2025-08-08 | Award (A) | RSU | 2,168 | $0 | 2,168 | |
| 2025-08-09 | Exempt conversion (M) | Common Stock | 1,128 | $0 | 11,653 | |
| 2025-08-09 | Exempt disposition (M) | RSU | 1,128 | $0 | 0 |
Governance Assessment
- Board effectiveness: Lubel brings CEO-level operating experience and deep legal/regulatory oversight, serving on Audit, Compensation, Nominating & Governance, and Corporate Risk & Sustainability committees; designation as an audit financial expert strengthens financial oversight .
- Independence and attendance: She is independent; Board/committees met frequently in 2024 and directors met attendance thresholds and attended the annual meeting, supporting engagement .
- Alignment and incentives: Directors receive cash retainers and time-based RSUs, plus strict stock retention/anti-hedging rules requiring holdings equal to 5× annual retainer, with no pledging—positive alignment signals. Lubel’s beneficial ownership is modest (<1%), increased via RSU conversions (2024–2025) .
- Potential conflicts / red flags: WLK’s controlled-company status means reliance on NYSE exemptions—ongoing governance scrutiny warranted. A disclosed transactions context with Air Liquide (while director Graff served there) was noted; Board nonetheless affirmed independence determinations. No Lubel-specific related-party transactions disclosed .
- Committee governance quality: All audit, compensation, and nominating committees are comprised entirely of independent directors, with formal charters and regular meetings—supportive of robust oversight .
- Pay governance sentiment: Say-on-pay support >96% in 2023 suggests shareholder confidence in compensation practices, indirectly supportive of the Compensation Committee’s oversight (Lubel is a member) .
Overall, Lubel’s multi-committee involvement, audit expertise, and consistent engagement support investor confidence. The primary governance caution is WLK’s controlled-company status; however, committee independence and clear charters mitigate some risk .