Directors of Union Carbide
and Executive Compensation

As of the March 1999 proxy statement

 

C. Fred Fetterolf, age 70, Director since 1987, Director of Various Corporations and Retired Director, President and Chief Operating Officer of Aluminum Company of America. Director of Allegheny Teledyne Incorporated, Commonwealth Industries, Inc., Dentsply International, Inc., Mellon Bank Corporation, Praxair, Inc. and Pennzoil-Quaker State Company, a trustee of Carnegie Mellon University and Eastern College and serves on a number of non-profit boards. He is Chairman of the Health, Safety and Environmental Affairs Committee and a member of the Audit, Compensation and Management Development and Nominating Committees of Union Carbide's Board.

Rainer E. Gut, age 66, Director since 1994, Chairman of the Board of Directors of Credit Suisse Group, Credit Suisse First Boston and Credit Suisse, all of Zurich, Switzerland.

Vernon E. Jordan, Jr., age 63, Director since 1987, Senior Partner, Akin, Gump, Strauss, Hauer & Feld, LLP. Former Executive Director of The United Negro College Fund and President of the National Urban League, Inc. became a partner in the law firm of Akin, Gump, Strauss, Hauer & Feld in 1982. He is a member of the American Bar Association, The National Bar Association and The Council on Foreign Relations. He is a director of the American Express Company, Bankers Trust Company, Bankers Trust New York Corporation, Callaway Golf Co., Chancellor Media Corporation, Dow Jones & Co., Inc., The Ford Foundation, J.C. Penney Company, Inc., Revlon Group, Inc., Ryder System Inc., Sara Lee Corporation and Xerox Corporation and a trustee of Howard University.

William H. Joyce, age 63, Director since 1992, Chairman of the Board, President and Chief Executive Officer of Union Carbide Corporation. He joined the Chemicals and Plastics Division of Union Carbide in 1957 and has been associated primarily with the Corporation's chemicals and plastics business throughout his career. He is a director of CVS Corporation, Reynolds Metals Company, and The American Plastics Council and a trustee of Universities Research Association, Inc. Dr. Joyce is Chairman of the Executive Committee of Union Carbide's Board.

Robert D. Kennedy, age 66, Director since 1985, Retired Chairman of the Board and Chief Executive Officer of Union Carbide Corporation. Presently Director and Chairman of UCAR International, Inc. Director of Kmart Corporation, Lion Ore Mining International Ltd., Sunoco, Inc. and Union Camp Corporation. He is also a member of the Advisory Boards of The Blackstone Group, RFE Investment Partners and Sullivan Associates, past Chairman of the Chemical Manufacturers Association, a member of the Board of Trustees of Cornell University, member and past Chairman of the New Hampton School Trustees, past Chairman of INROADS, Inc., a member of the Business Council, past member of the Business Round Table and of the Business Round Table's Education Task Force and its Environmental Task Force, past Chairman and past member of the Connecticut Business For Education Coalition (CBEC) and past member of the Commission on Education Excellence for Connecticut.

Ronald L. Kuehn, Jr., age 63, Director since 1984, Director, Chairman, President and Chief Executive Officer of Sonat Inc. In April 1981, he was elected a director of the Company and was named President and Chief Operating Officer in 1982. He was appointed Chief Executive Officer in 1984 and elected Chairman in 1986. Mr. Kuehn is a director of various wholly-owned subsidiaries of Sonat Inc. and a director of AmSouth Bancorporation, The Dun & Bradstreet Corporation, Praxair, Inc., Protective Life Corporation, Transocean Offshore Inc., and a number of civic organizations. He is a member of the Board of Trustees of Southern Research Institute and Tuskegee University.

Rozanne L. Ridgway, age 63, Director since 1990, former Assistant Secretary of State for Europe and Canada. A retired diplomat in the Foreign Service of the United States, Ambassador Ridgway's 32 year career included ambassadorial assignments to Finland, to the German Democratic Republic, for Oceans and Fisheries Affairs and as Counselor of the United States State Department. She served as Assistant Secretary of State for European and Canadian Affairs from 1985 to 1989. She was President of the Atlantic Council from 1989 through 1992 and Co-Chairman through June, 1996. Ambassador Ridgway is a director of Bell Atlantic Corporation, The Boeing Company, Emerson Electric Co., Minnesota Mining and Manufacturing Company, RJR Nabisco and Sara Lee Corporation. She is a member of the International Advisory Board of the New Perspective Fund and a trustee of The CNA Corporation and the National Geographic Society. She is a member of several nonprofit institutions concerned with public policy and serves as non-executive Chairman of the Board of the Baltic-American Enterprise Fund.

James M. Ringler, age 53, Director since 1996, Chairman, President and Chief Executive Officer of Premark International, Inc. Mr. Ringler was President and Chief Operating Officer of the Tappan Company from 1982 to 1986 and President of White Consolidated Industries' Major Appliance Group from 1986 to 1990. Both companies are subsidiaries of Electrolux AB. Mr. Ringler is a director of Reynolds Metals Company, National Association of Manufacturers, the Business Round Table and Evanston Hospital and is a trustee of the Manufacturers' Alliance for Productivity and Innovation and a national trustee of the Boys and Girls Clubs of North America, Midwest Region.

Paul J. Wilhelm, age 57, Director since 1998, President of the U.S. Steel Group of USX Corporation and a Director of USX Corporation. In 1993, he was named President of USS/Kobe Steel Company, the partnership formed by USX Corporation and Kobe Steel, Ltd. He is Chairman of the American Iron & Steel Institute, a board member of the Association of Iron & Steel Engineers and of the Boy Scouts of America and Chairman of the Japan America Society of Pennsylvania. He is a director of the Pittsburgh Civic Light Opera, a member of the Board of Trustees of Carnegie Mellon University and Penn's Southwest Association, a member of the Board of the Duquesne Club and a member of the University of Pittsburgh's Board of Visitors for the Katz School of Business and College of Business Administration.

 

 

 

Summary Compensation Table

 

Annual Compensation

Long-Term Compensation

All Other Compensation

Name and Principal Position

Year

Salary

Annual Variable Compensation

Other Annual Compensation

Restricted Stock

Number of Securities Underlying Options granted

 

William H. Joyce Chairman, President and Chief Executive Officer

1998

$918,750

$ 650,000(1)

$ 48,918

-0-

175,000

$ 142,700

1997

841,667

850,000(1)

117,692

-0-

135,000

118,045

1996

737,500

1,050,000(1)

95,192

222,396

130,000

166,538

Joseph E. Geoghan Corporate Vice-President, General Counsel and Secretary

1998

$393,750

$ 215,000(1)

$ 19,471

-0-

26,000

$2,238,086

1997

390,000

246,000(1)

54,000

-0-

26,000

14,712

1996

378,750

265,000(1)

49,500

74,132

26,000

56,142

Lee P. McMaster Corporate Vice-President/ General Manager - Specialty Polymers

1998

$315,000

$ 208,000(1)

$ 16,659

-0-

32,000

$ 35,682

1997

285,000

283,000(1)

39,461

-0-

25,000

24,282

1996

262,083

265,000(1)

36,173

62,006

21,000

53,514

Joseph C. Soviero Corporate Vice-President, Corporate Ventures

1998

$350,000

$ 183,000(1)

$ 18,510

-0-

30,000

$ 18,146

1997

341,250

226,000(1)

48,461

-0-

25,000

14,712

1996

333,750

265,000(1)

42,519

63,339

21,000

50,428

Roger B. Staub Corporate Vice-President/ General Manager-Unipol Systems

1998

$325,000

$ 190,000(1)

$ 17,981

-0-

30,000

$ 20,294

1997

308,333

189,000(1)

44,308

-0-

25,000

32,245

1996

290,000

265,000(1)

38,077

70,090

21,000

63,852

John K. Wulff Corporate Vice-President, CFO and Controller

1998

$316,667

$ 140,000(1)

$ 16,923

-0-

28,000

$ 33,007

1997

300,000

197,000(1)

41,539

-0-

24,000

29,885

1996

280,000

215,000(1)

35,538

56,631

14,000

41,353

 

 

Restricted stock holdings

as of December 31, 1998 and their fair market value based on the per share price 12/31/98 ($42.50)

 

W.H.Joyce

J.E.Geoghan

L.P.McMaster

J.C.Soviero

R.B.Staub

J.K.Wulff

No.of Shares

5,410

1,803

1,508

1,540

1,705

1,377

Value on 12/31/98

$229,925

$76,628

$64,090

$65,450

$72,462

$58,522

 

 

Stock Options Granted 1998

 

Individual Grants

Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term

 

Five percent

Ten percent

Name

Number of Securities Underlying Options Granted

% of Total Options Granted to Employees

Exercise Price

Expiration Date

Assumed Stock price

Potential Realizable Value

Assumed Stock price

Potential Realizable Value

William H. Joyce Chairman, President and Chief Executive Officer

175,000

12.1%

$43.875

12/02/08

$71.468

$4,828,775

$113.800

$12,236,875

Joseph E. Geoghan Corporate Vice-President, General Counsel and Secretary

26,000

1.8%

$43.875

12/02/08

$71.468

$ 717,418

$113.800

$ 1,818,050

Lee P. McMaster Corporate Vice-President/ General Manager - Specialty Polymers

32,000

2.2%

$43.875

12/02/08

$71.468

$ 882,976

$113.800

$ 2,237,600

Joseph C. Soviero Corporate Vice-President, Corporate Ventures

30,000

2.1%

$43.875

12/02/08

$71.468

$ 827,790

$113.800

$ 2,097,750

Roger B. Staub Corporate Vice-President/ General Manager Unipol Systems

30,000

2.1%

$43.875

12/02/08

$71.468

$ 827,790

$113.800

$ 2,097,750

John K. Wulff Corporate Vice-President, CFO and Controller

28,000

1.9%

$43.875

12/02/08

$71.468

$ 772,604

$113.800

$ 1,957,900

Gain of All Recipients of 1998 Stock Options as %of All Shareholders Gain

 

 

 

 

$71.468

1.1%

$113.800

1.1%

 

 

 

 

 

Number of Securities Underlying Unexercised Options Held at 12/31/98

Value of Unexercised In-the-Money Options Held at 12/31/98

Name

Shares Acquired on Exercise

Value Realized

Exercisable

Unexercisable

Exercisable

Unexercisable

William H. Joyce Chairman, President and Chief Executive Officer

13,000

$ 421,785

615,000

310,000

$8,730,005

-0-

Joseph E. Geoghan Corporate Vice-President,General Counsel and Secretary

75,000

$2,561,475

187,000

52,000

$2,511,375

-0-

Lee P. McMaster Corporate Vice-President/General Manager - Specialty Polymers

-0-

-0-

173,400

57,000

$2,955,659

-0-

Joseph C. Soviero Corporate Vice-President,Corporate Ventures

-0-

-0-

155,000

55,000

$2,320,500

-0-

Roger B. Staub Corporate Vice-President/General Manager - Unipol Systems

6,000

$ 189,792

214,000

55,000

$4,308,217

-0-

John K. Wulff Corporate Vice-President, CFO and Controller

12,000

$ 466,968

144,000

52,000

$2,766,270

-0-

 

 

Estimated Annual Retirement Benefits at Age 65 for Years of Service Indicated

Average Final Compensation Used for Calculating Retirement Benefits

15 Yrs.

20 Yrs.

25 Yrs.

30 Yrs.

35 Yrs.

40 Yrs.

45 Yrs.

$ 100,000

$ 22,500

$ 30,000

$ 37,500

$ 45,000

$ 52,500

$ 60,000

$ 67,500

150,000

33,750

45,000

56,250

67,500

78,750

90,000

101,250

250,000

56,250

75,000

93,750

112,500

131,250

150,000

168,750

500,000

112,500

150,000

187,500

225,000

262,500

300,000

337,500

750,000

168,750

225,000

281,250

337,500

393,750

450,000

506,250

1,000,000

225,000

300,000

375,000

450,000

525,000

600,000

675,000

1,500,000

337,500

450,000

562,500

675,000

787,500

900,000

1,012,500

2,000,000

450,000

600,000

750,000

900,000

1,050,000

1,200,000

1,350,000

2,500,000

562,500

750,000

937,500

1,125,000

1,312,500

1,500,000

1,687,500