Mark McCollum
WESTLAKEAbout Mark A. McCollum
Independent director at Westlake Corporation since May 2018 (age 66), currently serving as Audit Committee Chair and designated “audit committee financial expert.” He is also a member of the Compensation Committee and the Nominating & Governance Committee; all directors serve on the Corporate Risk & Sustainability Committee. Background includes CEO of Weatherford International (2017–2020), EVP & CFO at Halliburton (2008–2014 and 2016), senior finance roles at Tenneco, and Audit & Advisory Partner at Arthur Andersen; BBA in Accounting from Baylor University; CPA (Texas). He is deemed independent under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weatherford International plc | President & Chief Executive Officer | Apr 2017 – Jun 2020 | Weatherford filed for Chapter 11 in Jul 2019 and emerged Dec 2019 (context for turnaround/ restructuring experience). |
| Halliburton Company | EVP & CFO; EVP & Chief Integration Officer (interim) | CFO 2008–2014 and 2016; Integration 2014–2016 | Led finance and M&A integration during proposed Baker Hughes acquisition. |
| Tenneco, Inc. | Senior roles incl. CFO | 1995–2003 | Corporate finance leadership. |
| Arthur Andersen (Energy Division) | Audit & Advisory Partner | 1991–1995 (career began at AA) | Public company audit experience; energy sector specialization. |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Seadrill Limited | Director | Feb 2022 | Offshore drilling board experience. |
| Momentive Performance Materials, Inc. | Director | Dec 2024 | Advanced materials (private). |
| Marathon Oil Corporation | Director (prior) | Dec 2022 – Nov 2024 | Departed upon acquisition by ConocoPhillips. |
| Archrock, Inc. | Director (prior) | 2002 – Jul 2018 | Natural gas compression. |
| Baylor College of Medicine | Board of Trustees | Current | Non-profit governance. |
| Baylor St. Luke’s Medical Center JV | Director | Current | Healthcare JV governance. |
| Yellowstone Academy | Director | Current | Education non-profit. |
Board Governance
- Independence: The Board determined McCollum is independent per SEC and NYSE; Westlake is a “controlled company” (TTWF LP owns 72.3%), and elects certain NYSE governance exemptions.
- Committee assignments and activity (2024 meetings):
- Audit Committee: Chair; 7 meetings; all current members independent and designated financial experts.
- Compensation Committee: Member; 5 meetings.
- Nominating & Governance Committee: Member; 4 meetings.
- Corporate Risk & Sustainability Committee: All directors; 4 meetings (oversight of EHS, sustainability, cybersecurity).
- Attendance and engagement: Board met 12 times; all directors attended ≥75% of Board and committee meetings they served on in 2024.
- Executive sessions: Non-management directors meet regularly; independent directors meet at least annually in executive session.
- Clawback & policies: Dodd-Frank-compliant clawback policy adopted Nov 2023; stock ownership/anti-hedging/anti-pledging policy in place for directors and executives.
Fixed Compensation (Director)
| Component | Amount / Detail | Effective Period | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $117,500 total for 2024 (Q1–Q2: $28,750 per quarter; Q3–Q4: $30,000 per quarter after increase) | 2024 | Annual retainer increased from $115,000 to $120,000 effective Q3 2024. |
| Audit Committee Chair retainer | +$25,000 | 2024 | Paid in addition to base director retainer. |
| Other chair retainers (context) | Comp Chair $20,000; N&G Chair $17,500→$20,000 eff. Q3 2024; Risk & Sustainability Chair $17,500→$20,000 eff. Q3 2024 | 2024 | McCollum is not chair of these, included for reference. |
Performance Compensation (Director)
- Annual equity grant: 1,128 RSUs granted to each non-management director on Aug 9, 2024; vests Aug 9, 2025 if in service. Each RSU converts to one common share at vest.
- Note: Director equity is time-based RSUs (no performance conditions).
Company-level incentive metrics overseen by the Compensation Committee (context for McCollum’s committee role):
| Metric (AIP/PSUs) | 2024 Threshold/Design | 2024 Outcome | Implication |
|---|---|---|---|
| Relative TSR vs 2024 Peer Group (AIP threshold) | Must be within top two-thirds to authorize AIP payout | TSR 50.0%; within top two-thirds → threshold met | Enabled AIP pool funding. |
| EVA Rate of Return (AIP threshold) | ≥33% of WACC | 7.5% EVA rate; exceeded 33% of WACC → threshold met | Supports AIP funding and PSU metric alternative. |
| SG&A cap (AIP threshold) | ≤$953.6 million | ~$878 million → threshold met | Cost discipline affirmed. |
| EVA Bonus Multiple (AIP payout driver) | 0–3x scale vs 8.75% capital charge | ~0.86x for 2024 | Drives individual bonuses; banked smoothing applies. |
| 2022–2024 PSU Payout (outcome) | Relative TSR or EVA framework | 185.6% (relative TSR rank 71.4%) | Performance leverage realized. |
Other Directorships & Interlocks
| Company | Relationship to Westlake | Interlock/Transactions Disclosed |
|---|---|---|
| American Air Liquide (Mr. Graff affiliation) | Supplier/customer | 2024 purchases ~$45m and sales ~$12m; noted in “Compensation Committee Interlocks”; McCollum not the related party in this disclosure. |
| Seadrill, Momentive, Marathon Oil (prior), Archrock (prior) | No Westlake related-party disclosure | No related-party transaction disclosed involving McCollum in 2025 proxy. |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; designated “audit committee financial expert.”
- Industry experience: Extensive energy/oilfield services and chemicals adjacencies (Halliburton, Weatherford).
- Education/credentials: BBA Accounting (Baylor); CPA (Texas).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (WLK common) | 8,528 shares as of Mar 10, 2025; <1% of class. None of the shares pledged. |
| Ownership policy | Directors must retain 100% of vested shares (net of taxes) until holdings reach 5x annual cash retainer; anti-hedging and anti-pledging; none of our directors or executives currently pledge any securities. |
Insider transactions (Form 4) — Mark A. McCollum (chronological)
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-08-12 | 2024-08-09 | A (Award) | RSUs | 1,128 | 1,128 | |
| 2024-08-12 | 2024-08-11 | M (Exempt) — RSU conversion | Common | 1,136 | 8,528 | |
| 2024-08-12 | 2024-08-11 | M (Exempt) — disposition | RSUs | -1,136 | 0 | |
| 2025-08-11 | 2025-08-08 | A (Award) | RSUs | 2,168 | 2,168 | |
| 2025-08-11 | 2025-08-09 | M (Exempt) — RSU conversion | Common | 1,128 | 9,656 | |
| 2025-08-11 | 2025-08-09 | M (Exempt) — disposition | RSUs | -1,128 | 0 |
Governance Assessment
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Strengths
- Audit leadership and financial expertise: As Audit Chair and an SEC-defined “financial expert,” McCollum enhances financial oversight; Audit Committee composed entirely of independent directors met 7 times in 2024.
- Strong policy framework: Robust clawback (Nov 2023), anti-hedging/pledging, and director ownership requirements (5x retainer) align interests and mitigate risk.
- Engagement: Board/committee cadence and ≥75% attendance signals active oversight.
-
Watch items / Red Flags
- Controlled company status: Majority ownership (72.3%) by TTWF LP and related NYSE exemptions can dilute minority shareholder protections despite independent committee composition.
- Prior restructuring exposure: Led Weatherford through a Chapter 11 process (2019), which may be viewed as a risk flag by some investors but also indicates restructuring experience valuable to oversight in cyclical industries.
-
Conflicts/Related-party exposure
- No related-party transactions disclosed involving McCollum; interlock disclosure in 2024 pertains to Air Liquide (Mr. Graff).
-
Shareholder sentiment
- Say-on-pay: >96% support at 2023 meeting; indicates broad investor approval of compensation framework McCollum oversees as a Compensation Committee member.