Joseph Gaug
ALBANY INTERNATIONAL CORP /DE/About Joseph Gaug
Joseph M. Gaug, age 61, is Senior Vice President – General Counsel & Secretary at Albany International (AIN). He joined the company in 2004, served as Associate General Counsel (2004–2006) and Associate General Counsel & Assistant Secretary (2006–May 2020), and has been General Counsel & Secretary since 2020; he leads global legal, compliance, sustainability, risk management, and intellectual property functions . In AIN’s pay program, his annual bonus (APP) metrics emphasize company Adjusted EBITDA and free cash flow alongside safety and compliance, and his long-term incentives (MPP) are multi-year, stock-settled awards; 2023 APP paid at 165.9% of target for Gaug, and the 2022–2024 MPP cycle achieved 121.4% overall with 1,923 shares earned for him (settled in 2025) . As of March 1, 2025, he beneficially owned 9,645 AIN shares (<1%), with no shares pledged, and had not yet met the executive stock ownership guideline of 2x base salary by year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Albany International | Senior Vice President – General Counsel & Secretary | 2020–present | Leads global legal, compliance, sustainability, risk management, and IP; corporate secretary responsibilities . |
| Albany International | Associate General Counsel; Associate General Counsel & Assistant Secretary | 2004–May 2020 | Supported enterprise legal matters; progressed to Assistant Secretary in 2006, underpinning governance and legal risk management . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McNamee, Lochner, Titus & Williams, P.C. | Principal (outside counsel to AIN) | Pre-2004 | Represented AIN on various matters, providing continuity and deep institutional knowledge prior to joining the company . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 408,516 | 428,942 | 447,133 |
| Base Salary set for year ($) | — | — | 451,474 (2024 base set) |
| Target Cash Bonus (APP $) | — | 282,171 | 293,458 |
| Target Bonus as % of Base | — | 65.8% (282,171/428,942) | 65.0% (293,458/451,474) |
| Actual Bonus Paid (Non‑equity Incentive, $) | 439,368 | 480,207 | 324,422 |
| Stock Awards Grant‑date Fair Value ($) | 330,750 | 434,109 | 496,622 |
| All Other Compensation ($) | 19,209 | 21,523 | 20,201 |
| All Other – 401(k) ($) | — | — | 13,435 |
| All Other – Life Insurance ($) | — | — | 6,688 |
Note: Percentages are computed from cited figures.
Performance Compensation
Annual Performance Plan (APP) – Metrics and 2024 Weights
| Executive | Metric | Weight |
|---|---|---|
| Kleveland, Starr & Gaug | 2024 AIN Adjusted EBITDA | 60% |
| 2024 AIN Adjusted Free Cash Flow | 20% | |
| Total Recordable Incident Rate (TRIR) | 10% | |
| Compliance/Control Failures | 5% | |
| Compliance/Controls Testing | 5% |
2023 APP outcomes: Overall performance achievement for Gaug was 165.9%, with cash earned of $469,449; RSU vesting from prior grants also occurred in March 2024 (714 shares), reflecting the multi-element incentive mix . The committee determined 2023 AIN Adjusted EBITDA achievement at 162.9% of goal and applied caps for certain roles per plan design .
| Year | APP Target ($) | Overall Achievement | APP Paid ($) |
|---|---|---|---|
| 2023 | 282,171 | 165.9% | 469,449 |
| 2024 | 293,458 | n/a (not disclosed) | 324,422 (actual paid) |
Multi‑Year Performance Plan (MPP) – Performance and Payouts
| Cycle | Performance Metrics (Consolidated/Segments) | Outcome | Shares Earned (Gaug) | Settlement Timing |
|---|---|---|---|---|
| 2021–2023 | Aggregate AIN Adj. EBITDA, MC Adj. EBITDA, AEC Adj. EBITDA | 169.2%/183.8%/105.5% vs targets; overall 169.2% for cycle | 2,922 | Paid in 2024; value realized disclosed in 2024 tables |
| 2022–2024 | Same constructs updated for 2022 grants | Aggregate achievements: AIN 121.4%, MC 142.2%, AEC 95.8%; Gaug overall 121.4% | 1,923 | Vested Jan 1, 2025; distributed ~March 1, 2025 |
Vesting and forfeiture: MPP generally vests over the 3‑year period with distribution at the end; if employment ends other than for “cause,” vesting stops and pro‑rata may apply with distribution at the scheduled date; “cause” cancels awards unless the committee exercises discretion .
Equity Ownership & Alignment
Beneficial Ownership and Pledging
| As of Date | Shares Beneficially Owned | % of Class A | Pledged? |
|---|---|---|---|
| Mar 1, 2024 | 5,811 | <1% | No shares pledged (officers indicated none) |
| Mar 1, 2025 | 9,645 | <1% | No shares pledged (officers indicated none) |
Stock ownership guidelines: CEO 5x base salary; other NEOs 2x base salary. As of end‑2024, Gaug had not reached his 2x guideline; executives below guideline must retain shares from exercises/awards net of taxes until compliant .
Grants of Plan‑Based Awards (Most Recent)
| Grant Date | Instrument | Threshold | Target | Maximum | Other Stock Awards (#) | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Feb 23, 2024 | APP (cash) | $146,729 | $293,458 | $586,916 | — | Included in total $496,622 |
| Feb 23, 2024 | MPP (stock target) | 1,357 sh | 2,714 sh | 5,428 sh | — | Included in total $496,622 |
| Feb 23, 2024 | RSUs | — | — | — | 2,714 sh | Included in total $496,622 |
Vesting schedule:
- RSUs: One‑third vests and is payable in stock on March 1 of each of the first three anniversaries (for 2024 grants: March 1, 2025; March 1, 2026; March 1, 2027) .
- MPP: 2023 grant targets earned over 2023–2025; paid in 2026; 2024 grant targets earned over 2024–2026; paid in 2027 .
- Performance Phantom Stock (legacy): Gaug’s 2020 grant vests and pays in cash on March 1, 2025 .
Outstanding Equity Awards at FY‑End (12/31/2024) – Gaug
| Type | Count (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|
| MPP (2022 cycle) – shares earned (vested Jan 1, 2025; paid ~Mar 1, 2025) | 1,923 | 153,782 (at $79.97) | 2022 grant paid in 2025 . |
| RSU (legacy) | 641 | 51,261 | 2017 plan RSUs . |
| MPP (2023 cycle target) | 2,142 | 171,296 | 2023 grant; paid in 2026 . |
| RSU (2023 grant) | 1,434 | 114,677 | Vests 2025–2026 . |
| MPP (2024 cycle target) | 2,714 | 217,039 | 2024 grant; paid in 2027 . |
| RSU (2024 grant) | 2,714 | 217,039 | Vests 2025–2027 . |
| Performance Phantom Stock (cash) | 463 | 37,026 | 2020 award; pays Mar 1, 2025 . |
Option awards: No stock options are reported outstanding for Gaug .
Employment Terms
Severance and Change‑in‑Control – Individual Economics (as disclosed)
| Scenario | Cash Compensation/Severance ($) | Performance Shares ($) | RSUs ($) | Performance Phantom Stock ($) | Health & Welfare ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination without Cause / Good Reason | 1,196,406 | 340,272 | 191,448 | 18,473 | 54,679 | 25,000 | 1,826,278 |
| Termination in Connection with a Change in Control | 1,647,880 | 340,272 | 191,448 | 18,473 | 82,019 | 25,000 | 2,305,092 |
| Voluntary Separation | — | 340,272 | — | — | — | — | 340,272 |
| Retirement (after age 62) | — | 340,272 | — | — | — | — | 340,272 |
| Disability | — | 340,272 | 191,448 | 18,473 | — | — | 550,193 |
| Death | — | 340,272 | 191,448 | 18,473 | — | — | 550,193 |
Plan features (non‑CEO NEOs): 24 months’ base salary severance for termination without cause/good reason; 36 months for change‑in‑control termination within 12 months; 50% of unvested RSUs vest upon qualifying separation; performance awards vest per terms; COBRA contributions (24 or 36 months) and 12 months’ outplacement; “cause” forfeits awards .
Clawback policy: The Board may recoup incentive compensation in connection with a restatement, miscalculated metrics, or wrongful conduct by the executive under the Incentive Compensation Recovery Policy (adopted Aug 24, 2023) .
Non‑compete/non‑solicit: Not specifically disclosed for Gaug in the cited filings.
Compensation Structure Analysis
- Mix and at‑risk pay: For 2024, Gaug’s target total direct compensation was $1,241,554 with 36.36% base salary ($451,474) and significant variable incentives (APP target $293,458; equal MPP and RSU share grants), reinforcing pay‑for‑performance .
- Metric rigor and outcomes: 2023 APP achievement at 165.9% and 2022–2024 MPP at 121.4% indicate above‑target performance alignment; segment metrics (MC, AEC) can cap payouts for corporate roles, adding governance discipline .
- Equity shift and vesting: Long‑term incentives are 100% stock‑denominated (MPP and RSUs) with three‑year vesting and set distribution dates (e.g., March 1), supporting retention and alignment; no stock options outstanding .
Say‑on‑Pay, Peer Group, and Governance
- 2025 Say‑on‑Pay: 27,722,765 For; 897,837 Against; 8,957 Abstain; broker non‑votes 632,812, indicating strong support for executive compensation .
- Compensation peer group (examples): Teledyne, ESCO Technologies, Curtiss‑Wright, Woodward, Hexcel, Nordson, HEICO, BWX, Barnes, Kadant, Triumph, SPX, Graco, among others; Pearl Meyer serves as independent advisor to the Compensation Committee .
- Committee oversight: Compensation Committee membership and responsibilities disclosed; meetings and attendance were 100% in 2024 .
Related‑Party Transactions and Compliance
- Related‑party transactions: Policy requires Audit Committee review; from Jan 1, 2023, there were no transactions requiring disclosure outside policy; Section 16(a) compliance was met in 2023 .
Investment Implications
- Alignment: High variable pay mix, multi‑year stock awards, and no pledging support alignment with shareholder interests; ownership guideline not yet met suggests continued net share retention from vestings, reducing near‑term selling pressure .
- Vesting/selling cadence: RSUs vest annually on March 1 and MPP awards distribute at cycle end (e.g., 2025–2027), creating predictable windows of potential insider sales for tax or diversification; however, guideline retention requirements temper net selling .
- Retention risk vs cost: Severance terms (24 months base; 36 months on CIC) and partial RSU vesting upon qualifying separations provide retention value while avoiding excessive parachutes relative to market medians; robust clawback adds governance guardrails .
- Execution track record: Above‑target payouts in 2023 APP and 2022–2024 MPP cycles reflect operational delivery against EBITDA and cash flow metrics, a positive signal for governance‑aligned compensation outcomes .