Brett McBrayer
About Brett McBrayer
J. Brett McBrayer, 59, has served as Chief Executive Officer of Ampco-Pittsburgh Corporation since July 2018 and as a director since 2018; he holds a B.S. in Industrial Engineering from the University of Tennessee and an M.A. in Applied Behavioral Science from Bastyr University . In 2024, STI paid above target on segment operating income, corporate operating income exceeded target, and free cash flow hit maximum; CEO’s 2024 cash bonus was $1,131,830 and stock awards granted were $351,202 . Pay-versus-performance shows 2024 “Compensation Actually Paid” to the PEO of $2,018,529 against a TSR value of $41.80 on an initial $100 investment and net income of $0.438M, reflecting continued alignment of realized pay to outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Airtex Products & ASC Industries (UCI/affiliates) | President & CEO | 2012–2017 | Led global automotive fuel/water pumps businesses; entities filed for bankruptcy in June 2016 and emerged in Dec 2016, indicating restructuring leadership experience . |
| Rio Tinto Alcan (Alcan Cable) | VP & GM | n/d | Led Alcan Cable business; industrial leadership credentials cited by board . |
| Precision Castparts (Specialty Metals) | VP & GM | n/d | Ran Specialty Metals Division; metals/manufacturing expertise . |
| Alcoa | Various leadership roles | ~20 years | Broad operating experience in global industrial businesses . |
External Roles
- No other current public company directorships disclosed for McBrayer in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (SCT) | $675,000 | $693,750 |
| Base salary action | — | Raised Mar 2024 from $675,000 to $700,000 (+3.7%) |
| Target annual incentive (% of salary) | 100% | 100% |
| Target annual incentive ($) | $675,000 | $700,000 |
| All other compensation | $40,000 | $43,725 |
Performance Compensation
Annual Incentive (STI) – Design and 2024 Results
| Component | Weighting | 2024 Goal Framework | 2024 Payout to CEO |
|---|---|---|---|
| FCEP segment operating income | 30% | Threshold/Target/Max operating income goals per segment business plan | $420,000 (at/near max) |
| ALP segment operating income | 20% | Threshold/Target/Max operating income goals per plan | $103,964 (between threshold and target) |
| Corporate operating income | 20% | Consolidated operating income vs plan | $187,866 (above target) |
| Corporate free cash flow | 30% | Threshold $(12.3)mm; Target $1.6mm; Max $7.9mm | $420,000 (maximum) |
| Individual modifier | ±30% potential; applied at Committee’s discretion | 2024: no individual modifier for CEO | $0 |
| Total STI paid | — | — | $1,131,830 |
2024 Corporate free cash flow goal table:
| Achievement | FCF goal ($ thousands) | Payout of target |
|---|---|---|
| Threshold | (12,300) | 50% |
| Target | 1,600 | 100% |
| Maximum | 7,900 | 200% |
Long-Term Incentive (LTI) – Structure and Grants
- Plan/mix: RSUs (time-based) and PSUs split between rTSR and ROIC over 3-year performance periods; multi-year vesting supports retention .
- 2024 target LTI: 170% of base salary ($1,190,000) at target; shares sized at a notional $5.50 vs $1.61 market to reduce dilution and avoid windfalls, acknowledging retention trade-offs .
- Price-Based PSUs (introduced 2023): Earn 100,000 shares for CEO upon achieving 10-day average stock price of $10 any time 5/15/2023–5/15/2027 and service through the one-year grant anniversary .
- 2024 Stock awards (grant-date fair value): $351,202 for CEO; PSUs valued using Monte Carlo for rTSR and target outcome for ROIC; max scenarios disclosed .
PSU performance calibration and 2022 award outcome:
| Metric | Threshold | Target | Maximum | 2022–2024 Result |
|---|---|---|---|---|
| rTSR percentile | 25th (50% payout) | 50th (100%) | 75th+ (200%) | Below threshold; 0% earned |
| ROIC (company average) | 50% payout | 100% | 200% | Below threshold; 0% earned |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 13, 2025)
| Holder | Shares beneficially owned | Percent of class |
|---|---|---|
| J. Brett McBrayer | 313,966 (includes 248,316 held directly; 65,650 RSUs vesting within 60 days) | 1.56% |
Outstanding Awards and Vesting Runway (12/31/2024)
| Award type | Unvested/uneamed units | Market/payout value basis | Key vesting dates |
|---|---|---|---|
| RSUs (time-based) | 134,852 | $281,841 at $2.09 Close on 12/31/2024 | Tranches: 5/5/2025 (20,251); 5/15/2025 (21,600; 23,799); 5/15/2026 (21,601; 23,800); 5/15/2027 (23,801) |
| PSUs (rTSR + ROIC + Price-based) | 238,264 (assumed threshold for disclosure) | $497,972 (assumed threshold); max value at full performance also disclosed | PSUs scheduled to vest 5/15/2026 (65,782) and 5/15/2027 (72,482); price-based PSUs contingent on $10 goal by 5/15/2027 |
Ownership guidelines and restrictions:
- CEO ownership guideline: 3× base salary; for 2024 this equated to $2,100,000; CEO’s Ampco holdings valued at $681,306 as of 3/13/2025; until compliant, cannot sell/transfer more than 50% of company-granted shares .
- Hedging, short sales, margin accounts and pledging are prohibited for directors/officers under the Insider Trading Policy, reducing alignment risks from hedging/pledging .
Potential selling pressure windows:
- RSU cliffs in 2025/2026/2027 and PSU vest events in 2026/2027 could create periodic supply; achievement of the $10 Price-Based PSU could add 100,000 shares to CEO’s earnable pool before 5/15/2027, subject to service requirement .
Employment Terms
- CEO Offer Letter (June 2018; amended): base salary subject to review; participation in equity and annual incentive plans; Duquesne Club membership for company business; reimbursement for financial/tax advisory fees up to $12,000/year; relocation benefits; 401(k) plan participation (2025 proxy reflects 100% match on first 5% of contributions) .
- Severance (termination other than Cause): 12 months of base compensation; resignation from the Board tendered upon CEO termination (subject to Board acceptance) .
- Change-in-Control (double-trigger): Upon termination without cause or resignation for good reason within 24 months post-CIC, cash severance equals 3× (salary + prior-year bonus); benefits continuation for 3 years (CEO); accelerated RSU vesting; cash-out of in-the-money options; no 280G/4999 tax gross-ups (cutback applies if needed) .
- Clawback: Dodd-Frank Rule 10D-1 compliant policy adopted Oct 2, 2023; mandatory recovery of erroneously awarded incentive comp after restatement; discretionary recovery of time-based equity from executives; applies to current/former executive officers .
- No option repricing without shareholder approval per the Omnibus Plan .
Board Governance and Service
- Board service: Director since 2018; member, Executive Committee .
- Dual-role implications: Ampco separates CEO and Chair roles; James J. Abel serves as non-executive Board Chair, enhancing independent oversight; nine of ten directors are independent; CEO is management (not independent) .
- Committee composition and attendance: Executive Committee includes McBrayer; all directors attended ≥90% of Board/committee meetings in 2024; executive sessions of non-management directors occur regularly .
- Director pay: Employee directors (including McBrayer) receive no additional compensation for Board service; non-employee director fee schedule disclosed separately .
Director Compensation (for McBrayer as director)
- No additional compensation for Board service (employee director) .
Compensation Peer Group and Targeting
- 2024 comp peer group (for market context and rTSR PSU benchmarking): Ascent Industries; Core Molding Technologies; DMC Global; Douglas Dynamics; FreightCar America; Gorman-Rupp; Haynes International; Hurco; Insteel; L.B. Foster; Manitex; NN, Inc.; Northwest Pipe; Thermon Group; Tredegar; Twin Disc; Universal Stainless & Alloy Products .
- Targeting philosophy: Committee generally aims total target direct compensation at the 50th percentile of the peer group (base + target STI + target LTI) .
Pay Versus Performance (summary – PEO)
| Fiscal Year | SCT Total (PEO) | Compensation Actually Paid (PEO) | TSR value of initial $100 | Net Income |
|---|---|---|---|---|
| 2022 | $1,978,084 | $784,965 | $50.20 | $3,416,000 |
| 2023 | $2,245,643 | $1,943,599 | $54.60 | $(39,928,000) |
| 2024 | $2,220,507 | $2,018,529 | $41.80 | $438,000 |
Risk Indicators & Red Flags
- Hedging/pledging prohibited; margin accounts prohibited (reduces misalignment risk) .
- No 280G gross-ups; benefit cutbacks to avoid excise tax; no option repricing without shareholder approval .
- Missed 2022–2024 PSU performance goals (both rTSR and ROIC), resulting in 0% payout for the 2022 PSU cycle; signals stringent targets and/or underperformance vs peers/targets .
- Price-Based PSU could create near-term stock-price incentive (10-day average ≥$10 by 5/15/2027 for 100,000 CEO shares), a potential catalyst and supply event if achieved .
- Say-on-Pay: company reports favorable outcomes annually since inception, indicating general shareholder support (no specific % disclosed) .
Equity Ownership Details and Vesting Schedules
| RSU Grants | Unvested as of 12/31/2024 | Vest date |
|---|---|---|
| 5/5/2022 | 20,251 | 5/5/2025 |
| 5/15/2023 (two tranches) | 21,600; 21,601 | 5/15/2025; 5/15/2026 |
| 5/15/2024 (three tranches) | 23,799; 23,800; 23,801 | 5/15/2025; 5/15/2026; 5/15/2027 |
| PSU Schedules | Unvested as of 12/31/2024 | Vest date | Notes |
|---|---|---|---|
| 2023 PSU target (rTSR/ROIC) | 65,782 | 5/15/2026 | Performance-based; threshold assumed for disclosure |
| 2024 PSU target (rTSR/ROIC) | 72,482 | 5/15/2027 | Performance-based; threshold assumed for disclosure |
| 2023 Price-Based PSU | Up to 100,000 | By 5/15/2027 | Earn upon $10 10-day avg price and service through 1-year post-grant |
Employment & Contracts Snapshot
- Start/tenure: CEO since July 2018; director since 2018 .
- Benefits/perqs: Duquesne Club membership; reimbursement up to $12,000/yr for financial/tax advisors; 401(k) matching (100% of first 5% as of 2025 proxy) .
- Post‐termination: 12 months base (no-cause), Board resignation tendered .
- Change in control: 3× (salary + prior-year bonus), 3 years benefits (CEO), accelerated RSUs, option cash-out; no gross-ups (cutback) .
- Clawback: mandatory recovery after restatement; discretionary recovery of time-based equity .
Investment Implications
- Alignment: High variable pay with STI linked to segment/corporate OI and FCF, and LTI split between rTSR/ROIC with stringent outcomes (0% payout for 2022–2024 PSUs) supports pay-for-performance; ownership guidelines and hedging/pledging bans further align incentives, though CEO remains below guideline value ($681k vs $2.1m), restricting discretionary selling until in compliance .
- Retention/overhang: Material RSU/PSU vesting in 2025–2027 and potential 100,000 share Price-Based PSU create identifiable supply windows; share-price threshold feature can act as both a catalyst and a potential selling overhang upon achievement .
- Protection terms: Double-trigger CIC with 3× cash and equity acceleration for CEO, no tax gross-ups, and robust clawback reduce governance risk; no repricing allowed mitigates option-related concerns .
- Performance lens: 2024 STI outperformance (max FCF) and positive 2024 net income vs 2023 loss indicate operational improvement; however, TSR deterioration in 2024 (PVP TSR value $41.80) suggests equity underperformance relative to pay that may constrain future award outcomes via PSU mechanics .