| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Directors
On July 27, 2022, each of Greg Brenneman and Martin Craighead notified Ecovyst Inc. (the “Company”), respectively, that they would be resigning from the Company’s Board of Directors (the “Board”), effective July 27, 2022. Neither Mr. Brenneman’s nor Mr. Craighead’s resignation was a result of or caused by any disagreement with the Company.
Appointment of Directors
On July 27, 2022, the Board appointed Anna C. Catalano as a Class I director, effective July 27, 2022. Ms. Catalano will serve as a member of the Nominating and Corporate Governance Committee of the Board.
Ms. Catalano, 62, has over 30 years of business experience, including senior roles at BP plc and its predecessor company, Amoco Corporation, until her retirement in 2003 and two decades of public and private board service. She co-founded The World Innovation Network, a nonprofit network of innovators to work toward global prosperity, and continued work with that organization until 2021. She currently serves on the boards of directors of HF Sinclair Corporation, where she is a member of the Nominating/Governance and Compensation Committees, and Frontdoor, Inc., where she is the chair of the Compensation Committee. Previously, she served on the boards of directors of Willis Towers Watson, Kraton Corporation, Mead Johnson Nutrition and Chemtura Corporation. She holds a B.S. degree in Marketing and Business Administration from the University of Illinois, Champaign – Urbana. She was appointed to serve on the Board as a result of her experience in, and knowledge of, the refining sector, including with respect to both traditional and renewable fuels.
There are no arrangements or understandings between Ms. Catalano and any other person pursuant to which Ms. Catalano was appointed to serve on the Board. There are no family relationships between Ms. Catalano and any other director or executive officer of the Company and there have been no transactions between Ms. Catalano and the Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.
In connection with her service on the Board, Ms. Catalano will receive the same compensation available to the Company’s current non-employee directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2022, including receiving a pro-rata equity retainer grant (the “Retainer Grant”). On July 27, 2022, the Compensation Committee of the Board approved the Retainer Grant under the Ecovyst Inc. 2017 Omnibus Incentive Plan, as amended and restated (the “2017 Plan”), which Retainer Grant was made on July 29, 2022 in the form of restricted stock units having a grant date fair value of $150,000 and that will vest on July 29, 2023, generally subject to her continued provision of service on the Board and the terms of the 2017 Plan. In addition, Ms. Catalano and the Company will enter into an indemnification agreement on the same terms as the Company has previously entered into with its other directors, a form of which has been previously filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.