Merle Stein
ALBANY INTERNATIONAL CORP /DE/About Merle Stein
Albany International appointed Merle Stein (age 47) as President of its Machine Clothing segment effective September 1, 2024; he holds a B.S. in Chemical Engineering and an MBA from Auburn University and previously led operations and commercial teams within the segment since 2011 . In 2024, the Machine Clothing (MC) segment delivered Adjusted EBITDA at 108.6% of goal, driving a 134.4% Annual Performance Plan (APP) payout for Stein and $322,560 in cash earned for 2024 performance (paid in 2025) . As of March 1, 2025, he beneficially owned 509 shares (<1% of outstanding), with no shares pledged; he has not yet met Albany’s stock ownership guideline for non-CEO NEOs (2x base salary), and the company prohibits hedging .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Albany International | President, Machine Clothing | 2024-09-01 – present | Leads the MC segment; succeeds Daniel Halftermeyer during Heimbach integration and transition . |
| Albany International | Division COO, Machine Clothing | 2024-04 – 2024-08 | Oversaw all operations; led Sales & Marketing, Operations, Procurement, and HR for MC . |
| Albany International | VP Sales & Marketing/Applications, Americas (MC) | 2022 – 2024-04 | Drove regional commercial strategy and customer engagement for MC . |
| Albany International | VP Sales MC – North America; Regional Business Director; Sales & Service Engineer | 2011 – 2022 | Progressive commercial leadership and customer-facing execution within MC . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Essity (Alabama greenfield papermill) | Papermill Manager; Machine Superintendent; Process Engineer | Prior to 2011 | Led and managed papermaking operations at a startup facility . |
Fixed Compensation
| Year | Base Salary Rate ($) | Salary Paid ($) | Target Bonus % of Base | Target Bonus ($) | Stock Awards (Grant-Date Fair Value) ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 400,000 | 342,668 | 60% | 240,000 | 595,550 | 120,280 | 1,387,911 |
Performance Compensation
Annual Performance Plan (APP) – 2024
| Metric | Weight | Target | Actual Achievement | Payout Impact | Vesting/Payment |
|---|---|---|---|---|---|
| MC Adjusted EBITDA | 60% | Not disclosed | 108.6% of goal | Contributed to 134.4% overall | Paid in cash in 2025 for 2024 performance |
| MC Adjusted Free Cash Flow | 20% | Not disclosed | Not disclosed | Included in overall 134.4% | Paid in cash in 2025 |
| AIN TRIR (safety) | 10% | Not disclosed | 0.98 (92% of goal) | Included in overall 134.4% | Paid in cash in 2025 |
| MC Compliance/Control Failures | 5% | Not disclosed | Committee-set 200% attainment for MC | Included in overall 134.4% | Paid in cash in 2025 |
| MC Compliance/Controls Testing | 5% | Not disclosed | Committee-set 200% attainment for MC | Included in overall 134.4% | Paid in cash in 2025 |
| Overall APP Result | — | — | 134.4% overall | $322,560 cash earned | Paid in 2025 |
Long-Term Incentives (LTI) – 2024 program
| Award Type | Grant Date | Target Opportunity | Payout Range | Vesting | Distribution | Notes |
|---|---|---|---|---|---|---|
| MPP Performance Shares | 2024-09-01 | 2,336 shares | 50%–200% of target | 2024–2026 performance; pays early 2027 | Shares | Multi-year performance plan (MPP) |
| RSU Award (share-settled) | 2024-09-01 | 2,336 shares | n/a | 1/3 on Mar 2025/2026/2027 | Shares | 778 shares vested/paid Mar 2025 |
| Performance Phantom Stock (cash-settled) | 2024-09-01 | 1,700 target units; $155,550 GDV | 0%–200% (performance-based) | Pays ratably Mar 1, 2025–2027 | Cash | Cash-settled, no shares issued |
Equity Ownership & Alignment
- Beneficial ownership and pledging: 509 shares beneficially owned as of March 1, 2025; less than 1% of outstanding; no shares pledged; address of record c/o Albany International .
- Stock ownership guidelines: CEO at 5x salary; other NEOs at 2x salary; Stein had not reached the guideline by end of 2024 and must retain shares acquired (net of taxes) until attainment .
- Anti-hedging policy: Hedging transactions are prohibited for officers, directors, and employees .
Outstanding and unvested awards at 12/31/2024:
| Award Type | Quantity | Market/Payout Value ($) | Notes |
|---|---|---|---|
| MPP target (2024 grant) | 2,336 | 186,810 (at $79.97) | Earned on 2024–2026 performance; pays 2027 |
| RSUs (2024 grant) | 2,336 | 186,810 (at $79.97) | Vests 1/3 each Mar 2025–2027 |
| Legacy RSUs | 228 | 18,233 (at $79.97) | Prior grants; scheduled vesting per grant terms |
| Legacy RSUs | 720 | 57,578 (at $79.97) | Prior grants |
| Legacy RSUs | 905 | 72,373 (at $79.97) | Prior grants |
| Legacy RSUs | 1,303 | 104,201 (at $79.97) | Prior grants |
| Performance Phantom Stock (cash-settled) | 1,700 | 135,949 (at $79.97) | Cash payout over 2025–2027 |
Notes: RSU vesting timing for senior executives is generally in March; 778 Stein RSUs vested and were paid in March 2025 .
Employment Terms
- Appointment and compensation terms: At-will; initial base salary $400,000; 2024 APP target 60% of base; eligible for 2024 MPP (equity) and 2024 RSU grant each sized at 55% of base; RSUs vest in Mar 2025/2026/2027; beginning 2025 eligible for ongoing APP/LTI programs .
- Severance (without cause/good reason): 24 months of base salary; 50% of unvested RSUs vest; COBRA premiums for 24 months; outplacement; amounts as modeled for Stein at 12/31/2024 below .
- Change-in-control (termination within 12 months): 36 months of base salary; pro-rated bonus; 50% of unvested RSUs vest; COBRA premiums for 36 months; outplacement .
- Clawback and risk policies: Incentive compensation subject to Albany’s August 24, 2023 Clawback Policy (restatements/miscalculations/misconduct); compensation program reviewed for risk and deemed not likely to have material adverse effect .
Termination economics (as of 12/31/2024):
| Scenario | Cash Severance ($) | Performance Shares ($) | RSUs ($) | Performance Phantom Stock ($) | Health & Welfare ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination for Cause | — | — | — | — | — | — | 0 |
| Without Cause / Good Reason | 1,040,000 | 62,217 | 93,405 | 194,167 | 53,268 | 25,000 | 1,468,057 |
| In Connection with Change in Control | 1,440,000 | 62,217 | 93,405 | 194,167 | 79,902 | 25,000 | 1,894,691 |
| Voluntary Separation | — | 62,217 | — | — | — | — | 62,217 |
| Retirement | — | 62,217 | — | — | — | — | 62,217 |
| Disability | — | 62,217 | 93,405 | 194,167 | — | — | 349,789 |
| Death | — | 62,217 | 93,405 | 194,167 | — | — | 349,789 |
Compensation Structure Notes
- 2024 total direct compensation target for Stein was $1,235,550 (up from $385,798 in 2023 as he became an executive officer), with a $400,000 base (32.37% of target) and balanced LTI in MPP equity and RSUs; APP performance awards for senior executives were allocated 100% to cash, and MPP 100% to equity .
- 2024 grants show APP target $240,000; MPP target 2,336 shares; RSU award 4,036 “all other stock awards,” which include 2,336 RSUs plus 1,700 Performance Phantom Stock units (cash-settled) with $155,550 grant-date value; equity grants valued using closing prices on grant dates .
- Vesting cadence creates recurring March vesting events for RSUs and staggered multi-year realization for MPP, supporting retention but concentrating potential insider activity around scheduled trading windows; RSU vesting is partially accelerated (50%) on certain terminations including involuntary and change-in-control .
Compensation Peer Group (benchmarking context)
Albany’s benchmarking peer group includes: Teledyne, ESCO, Curtiss-Wright, Woodward, TriMas, Hexcel, Franklin Electric, Kaman, Nordson, EnPro, HEICO, BWX Technologies, Barnes Group, Kadant, Triumph Group, SPX, SPX Flow, Graco, and Mercury Systems; the company targets total direct compensation opportunities near the market median .
Investment Implications
- Strong pay-for-performance alignment: Stein’s 2024 APP payout of 134.4% was directly tied to MC outperformance (108.6% EBITDA attainment), indicating incentives tied to segment value creation rather than broad corporate averages .
- Near-term vesting flow: One-third of 2024 RSUs (778 shares) vested in March 2025, with additional tranches in March 2026 and March 2027; cash-settled phantom stock pays out through 2027—these create periodic liquidity events but are partially mitigated by share retention requirements until ownership guidelines are met .
- Ownership alignment: Beneficial ownership (509 shares) is currently modest relative to a 2x salary guideline, suggesting alignment will increase as equity vests; no pledging and anti-hedging policies reduce misalignment risks .
- Retention and change-in-control economics: Severance provides 24 months base without cause, and 36 months in a CoC scenario with partial RSU acceleration—robust, but not excessive; combined with multi-year MPP equity, this reduces near-term retention risk .
- Execution lens: Background combines deep MC commercial and operational leadership plus prior papermaking operations experience; 2024 MC performance outperformance supports capability, while ongoing Heimbach integration remains an execution focal point for the segment .