Roger Cregg
WESTLAKEAbout Roger A. Cregg
Roger A. Cregg, age 68, joined Westlake Corporation’s board in December 2024 as a Class I director; the Board determined he is independent under NYSE and SEC rules. He serves on the Audit, Compensation, Corporate Risk & Sustainability, and Nominating & Governance Committees and has been designated an “audit committee financial expert.” He holds a B.S. in Accounting (Northeastern University) and an MBA from Northwestern University’s Kellogg School of Management. He joined after the May 2024 annual meeting, so the company notes all directors attended the 2024 annual meeting except Mr. Cregg (not yet on the Board).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AV Homes, Inc. | President, CEO & Director | Dec 2012 – Oct 2018 (sold to Taylor Morrison) | Led company through sale in Oct 2018. |
| The ServiceMaster Company | SVP Finance & CFO | Aug 2011 – Nov 2012 | Senior finance leadership. |
| PulteGroup, Inc. (Pulte Homes) | EVP & CFO | May 2003 – May 2011 | Public company CFO; prior SVP & CFO Jan 1998 – May 2003. |
| Zenith Electronics Corporation | EVP & CFO | 1996 – 1998 | Executive finance leadership. |
| Sweetheart Cup Company, Inc. | VP & CFO | 1990 – 1996 | Corporate finance leadership. |
| Mead Corporation | Vice President | 1989 – 1990 | Corporate role. |
| Continental Can Company | Various roles | Early career | Accounting, finance, administration. |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Comerica Incorporated | Director | Since Dec 2006 | Current public company board. |
| Sterling Infrastructure Inc. | Director | Since May 2019 | Current public company board. |
| Minto Group | Director | Since Jul 2024 | Board member. |
| Federal Reserve Bank of Chicago, Detroit Branch | Director | Jan 2004 – Dec 2009 | Prior public service. |
Board Governance
- Independence: The Board determined Mr. Cregg is independent; Westlake is a “controlled company” under NYSE rules (TTWF LP owns 72.3%) and has elected certain governance exemptions.
- Committee assignments: Audit; Compensation; Corporate Risk & Sustainability; and Nominating & Governance (not as chair).
- Financial expertise: Designated “audit committee financial expert.”
- Tenure/class: Appointed as Class I director with term expiring at the 2026 annual meeting.
- Attendance: Board met 12 times in 2024; all directors attended at least 75% of meetings; all attended the May 2024 annual meeting except Mr. Cregg (appointed in December 2024).
Fixed Compensation (Director Pay Structure)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (2024) | $117,500 (Q1–Q2: $28,750/quarter; Q3–Q4: $30,000/quarter); annual retainer increased from $115,000 to $120,000 effective Q3 2024 | Non-employee directors serving full year; Mr. Cregg received a pro-rated retainer for 2024. |
| Committee chair retainers | Audit Chair: $25,000; Compensation Chair: $20,000; Nominating & Governance Chair: $17,500 (raised from $15,000 effective Q3 2024); Corporate Risk & Sustainability Chair: $17,500 (raised from $15,000 effective Q3 2024) | Mr. Cregg is not a chair. |
| Meeting fees | Not disclosed | No additional meeting fees disclosed. |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Vesting | Disclosed Value |
|---|---|---|---|---|
| RSU (on appointment) | Dec 10, 2024 | 1,339 RSUs | Vests Dec 10, 2025 (service-based) | Grant value authorized at $165,000. |
| RSU (annual-cycle) | Aug 8, 2025 | 2,168 RSUs | Service-based (per Form 4) | Form 4; director owned 2,168 RSUs post-transaction. |
Notes: Equity awards for directors are time-based RSUs; no director performance metrics disclosed (PSUs/TSR metrics apply to executives, not directors).
Other Directorships & Interlocks
- Current external boards: Comerica Incorporated; Sterling Infrastructure Inc.; Minto Group. No Item 404(a) related-party transactions or relationships for Mr. Cregg were disclosed in connection with his appointment.
- Controlled company context: Chao family-controlled TTWF LP holds 72.3%; Westlake uses certain NYSE controlled-company exemptions, which can affect board-majority independence but committees include independent members.
- Director election/vote signals: At the May 8, 2025 annual meeting, Class III nominees received 111.7M–112.4M votes “For” with ~10.3M–10.9M “Withheld,” and auditor ratification received 123.0M “For” vs 1.53M “Against.”
Expertise & Qualifications
- Financial and operating leadership: Former CEO (AV Homes) and long-serving public company CFO (PulteGroup); deep homebuilding/industrial finance background.
- Audit committee financial expert designation enhances oversight of financial reporting, controls, and risk in a cyclical chemicals/building-products context.
- Education: B.S. Accounting (Northeastern), MBA (Kellogg).
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 10, 2025) | % of Class | Notes |
|---|---|---|---|
| Roger A. Cregg | 0 shares | <1% | None of directors’ or executives’ shares are pledged. |
| Unvested RSUs (not counted as beneficial ownership) | 1,339 RSUs granted Dec 10, 2024 (vests Dec 10, 2025) | N/A | Director equity grant upon appointment. |
| Additional RSUs (Form 4) | 2,168 RSUs reported Aug 11, 2025 filing (transaction date Aug 8, 2025) | N/A | Service-based award; 2,168 RSUs owned post-transaction. |
Stock ownership guidelines & anti-hedging/pledging policy: Directors must retain 100% of vested shares/units, net of tax, until holdings equal 5x annual cash retainer; directors are prohibited from shorting/hedging or buying puts/calls; prior notice required before pledging; none currently pledge Westlake securities. Compliance status for Mr. Cregg is not specifically disclosed (new appointee).
Governance Assessment
- Strengths: Independent director with CFO/CEO credentials and designated audit committee financial expert; immediate service across four key committees increases board capacity and succession depth; appointment used an external search firm.
- Alignment & incentives: Director equity via RSUs with robust stock ownership/anti-hedging policy promotes alignment; no pledging reported; Cregg beneficial ownership was 0 shares as of Mar 10, 2025, with unvested RSUs outstanding (typical for a new appointee).
- Shareholder signals: Strong support for director elections and auditor ratification in 2025; prior say-on-pay support exceeded 96% in 2023, indicating favorable investor sentiment toward pay practices.
- Risks/Watch items: Westlake is a controlled company (72.3% ownership), and has elected certain NYSE exemptions; investors should monitor independent director influence, especially on compensation and nominations; no Item 404 related-party transactions were disclosed for Mr. Cregg.
Appendix — Insider Filings (Cregg at WLK)
- Form 3: Filed Dec 10, 2024 (initial statement of beneficial ownership).
- Form 4: RSU grant of 1,339 units at appointment on Dec 10, 2024; 1,339 RSUs owned post-transaction.
- Form 4: RSU award reported Aug 11, 2025 (transaction date Aug 8, 2025): 2,168 RSUs; 2,168 RSUs owned post-transaction.