Michael Graff
WESTLAKEAbout Michael J. Graff
Michael J. Graff (age 69) has served on Westlake Corporation’s Board since May 2013. He is the former Chairman and CEO of American Air Liquide, Inc. and former Executive Vice President of Air Liquide S.A.; he stepped down from all executive roles in July 2024 and retired on January 1, 2025. He holds an M.S. in Chemical Engineering (Purdue) and a B.S. in Chemical Engineering (Illinois Institute of Technology), with additional business studies at the University of Chicago and executive programs at Wharton, Cambridge, and Stanford Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Liquide S.A. / American Air Liquide | Executive Vice President; Chairman & CEO (American Air Liquide); Chairman, Airgas; Chairman & CEO, Global Engineering & Construction | 2007–2024; retired Jan 1, 2025 | Led Americas and later Asia operations; electronics biz worldwide; senior executive roles culminating in EVP; stepped down July 2024 . |
| BP plc | President & CEO, BP Polymers Americas | 2001–2004 | Senior polymers leadership . |
| Amoco Corporation | Various roles | Prior to BP period | Early career foundation . |
| The Lubrizol Corporation (public) | Director | 2009–2011 | Board member until acquisition by Berkshire Hathaway . |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| American Chemistry Council | Vice Chairman; Chair, Executive Committee (prior service) | Prior | Industry policy leadership . |
| American Energy Innovation Council | Principal | Prior | Energy innovation advocacy . |
| National Petroleum Council | Member | Prior | Advisory role . |
| U.S. Investment Advisory Council | Member; chaired Committee on Competitiveness | Prior | U.S. Dept. of Commerce advisory . |
| Rice University Baker Institute – Energy Forum | Member | Current | Policy forum engagement . |
| Illinois Institute of Technology | Vice Chairman, Board of Trustees | Current | Academic governance . |
| Purdue University | Engineering Advisory Council | Current | Academic advisory . |
| AIChE Foundation | Vice Chairman | Current | Professional society leadership . |
| George & Barbara Bush Foundation | Board of Trustees | Current | Nonprofit governance . |
| Houston Methodist Hospital | Leadership Council | Current | Healthcare advisory . |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Determined independent under NYSE/SEC rules; Board noted Mr. Graff served as an executive officer of a company (Air Liquide) with which Westlake conducts ordinary-course business until July 2024 and considered this in its determination . |
| Board context | Westlake is a “controlled company” (TTWF LP owns 72.3%), utilizing certain NYSE governance exemptions . |
| Committee assignments (2024) | Audit Committee (member; Audit Committee Financial Expert); Compensation Committee (member); Nominating & Governance Committee (member); Corporate Risk & Sustainability Committee (Chair) . |
| Committee meeting cadence (2024) | Audit: 7; Compensation: 5; Corporate Risk & Sustainability: 4; Nominating & Governance: 4 . |
| Executive sessions | Non-management directors meet regularly without management; independent directors meet at least annually with rotating presiding director . |
| Attendance | All directors attended ≥75% of Board and committee meetings in 2024; all directors attended the May 2024 annual meeting (except Mr. Cregg, appointed in Dec 2024) . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $117,500 | $28,750 per Q1–Q2 and $30,000 per Q3–Q4; annual retainer increased from $115,000 to $120,000 effective Q3 2024 . |
| Committee chair retainer (Corporate Risk & Sustainability) | $17,500 | Chair retainer increased from $15,000 to $20,000 effective Q3 2024; 2024 annual amount shown in proxy: $17,500 . |
| Meeting fees | Not disclosed | No meeting fees disclosed in proxy . |
Performance Compensation (Director)
| Grant type | Grant date | Quantity | Vest date | Terms/Notes |
|---|---|---|---|---|
| Restricted Stock Units (director annual grant) | Aug 9, 2024 | 1,128 RSUs | Aug 9, 2025 | Granted to each non-management director; 1:1 share settlement at vest; service-based vesting . |
- Stock ownership, anti-hedging/pledging, and clawback policies apply to directors: must retain 100% of vested shares/units until holdings reach 5x annual cash retainer for directors; prohibitions on hedging/shorting/derivatives; notice required prior to pledging; none of the directors currently pledge securities; equity awards and profits subject to clawback under the Company’s policy .
Other Directorships & Interlocks
| Relationship/Entity | Nature | 2024 Quantification | Governance Treatment |
|---|---|---|---|
| Air Liquide (American Air Liquide, Inc. and subsidiaries) | Ordinary-course transactions (supplier/customer) while Mr. Graff was Chairman & CEO until July 2024 | Purchases by Westlake: approx. $45 million; Sales by Westlake to Air Liquide: approx. $12 million | Disclosed under Compensation Committee Interlocks; Board considered in independence determination; Mr. Graff deemed independent . |
| The Lubrizol Corporation (public) | Former director (prior to Berkshire acquisition) | N/A | Historical directorship (ended 2011) . |
RED FLAG – Potential conflict exposure: Significant ordinary-course transactions with Air Liquide (~$45m purchases, ~$12m sales in 2024) during period when Mr. Graff held executive roles at Air Liquide (through July 2024). The Board disclosed and considered this relationship in its independence evaluation and still determined independence; investors may monitor future related-party exposure even post-retirement (Jan 1, 2025) .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC-defined) – designated by the Board .
- Deep global chemicals, polymers, industrial gases, and engineering-construction leadership experience; prior CEO roles and extensive safety/industrial systems oversight .
- Advanced technical education (MS Chemical Engineering, Purdue; BS Chemical Engineering, IIT) and executive programs (Wharton, Cambridge, Stanford Law) .
Equity Ownership
| Holder | Shares beneficially owned | % of class | Pledged? | As of |
|---|---|---|---|---|
| Michael J. Graff | 20,014 | <1% | None | March 10, 2025 . |
- Company-wide: “None of the shares beneficially owned by our directors or executive officers are pledged as security” .
- Policy: Directors must retain vested shares/units until reaching 5x annual cash retainer; no hedging/shorting; notice required prior to pledging; none currently pledge .
Compensation Structure Analysis (Director)
- Mix: Cash retainer plus annual time-vested RSUs (1,128 units granted Aug 9, 2024, vest Aug 9, 2025), aligning director pay with shareholder outcomes via equity .
- Committee chair premium: Additional retainer for chair responsibilities; Corporate Risk & Sustainability chair retainer increased mid-2024 (reflecting heightened risk/sustainability oversight expectations) .
- Ownership alignment: Robust retention/ownership multiples (5x retainer) and broad clawback reduce misalignment risk .
Governance Assessment
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Strengths:
- Independent status with Audit Committee Financial Expert designation; breadth of chemicals/industrial leadership enhances board oversight across operations, safety, and strategy .
- Chairs Corporate Risk & Sustainability Committee; committee met four times in 2024 and oversees environmental, health, safety, sustainability, and cybersecurity risk – a critical domain for a chemicals company .
- Strong director ownership/anti-hedging/anti-pledging policies and clawback in place; director RSUs reinforce alignment .
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Risks / Watch items:
- Controlled-company governance (72.3% ownership by TTWF LP) and multiple family members on the Board can constrain minority shareholder influence; independent directors meet at least annually, but board independence requirements are relaxed under NYSE rules for controlled companies .
- Related-party exposure: sizable transactions with Air Liquide in 2024 while Mr. Graff held executive roles (now retired). Board explicitly considered and maintained independence; nonetheless a governance sensitivity for investors to monitor in future disclosures .
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Board/Compensation process signals:
- Willis Towers Watson engaged as compensation consultant; committee found no conflicts in 2024; say-on-pay support was high (96% in 2023), indicating shareholder acceptance of compensation frameworks (contextual board environment) .
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Attendance and engagement:
- Met attendance threshold (≥75%); directors attended the 2024 annual meeting, indicating engagement .