Brian Harris
About Brian Harris
Brian J. Harris, 68, has served as Chief Financial Officer of Astec Industries since October 7, 2024. He previously was EVP & CFO of Summit Materials (2013–Feb 2023), EVP & CFO of Bausch + Lomb (2009–2013), and held senior roles at Gates Corporation (1996–2009). He holds a Bachelor of Accounting from Glasgow University and is a Scottish Chartered Accountant . For performance context, Astec reported 2024 Adjusted EBITDA of $111.8 million and GAAP net income of $4.1 million; the company’s cumulative TSR value (base $100 at 12/31/2019) stood at $84.57 in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Summit Materials (NYSE: SUM) | EVP & CFO | 2013–Feb 2023 | Led finance at a leading aggregates/cement producer through growth and portfolio evolution |
| Bausch + Lomb (NYSE: BLCO) | EVP & CFO | 2009–2013 | Oversaw finance at a global eye health products company |
| Gates Corporation (NYSE: GTES) | Various finance roles | 1996–2009 | Progressively senior financial roles in diversified industrials |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base salary | $550,000 (set upon joining 10/7/2024) |
| Target bonus (% of salary) | 70% ($385,000 full-year target; prorated for 2024) |
| 2024 actual bonus paid | $52,673 (prorated, based on company results) |
| Stock awards (2024 SCT grant-date FV) | $316,137 (RSUs and PSUs) |
| All other compensation (2024) | $34,703 (incl. $3,385 401(k), $30,000 relocation, $1,319 life insurance) |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Results
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout factor |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $110.4M | $138.0M | $165.6M | $111.8M | 52% |
| Working Capital Turnover | 25% | 3.2x | 4.0x | 4.8x | 3.6x | 77% |
| Strategy execution (ERP milestones) | 25% | 50% | 100% | 200% | 50% | 50% |
| Weighted overall payout | — | — | — | — | — | 58.1% |
- Harris’ 2024 AIP payout: $52,673 (prorated to time in role) .
Long-Term Incentives (LTI) – 2024 Grants and Vesting
| Grant date | Instrument | Target shares (#) | Grant-date FV ($) | Vesting terms |
|---|---|---|---|---|
| 11/15/2024 | RSUs | 4,145 | 154,526 | Time-based; equal installments on 2/26/2025, 2/26/2026, 2/26/2027 |
| 11/15/2024 | PSUs – Adjusted ROIC | 2,073 | 77,281 | Performance-based; vests 2/26/2027 on 3-year Adjusted ROIC (0–200% payout) |
| 11/15/2024 | PSUs – Relative TSR | 2,072 | 84,330 | Performance-based; vests 2/26/2027 on 3-year relative TSR (0–200% payout) |
-
LTI design: 50% time-based RSUs, 50% PSUs split equally between 3-year Adjusted ROIC and Relative TSR; PSUs pay 0–200% of target .
-
Option awards: None; company had no stock options outstanding at 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/27/2025) | 757 shares; less than 1% of outstanding |
| RSUs scheduled to convert within 60 days of 2/27/2025 | 1,368 units (included per footnote) |
| Unvested RSUs outstanding (12/31/2024) | 4,145 units; $139,272 value at $33.60 |
| Unearned PSUs outstanding (12/31/2024) | 8,290 units; $278,544 value at $33.60 (at max disclosure convention) |
| Stock ownership guidelines | Executives must hold 3x base salary; must retain 50% of net shares until compliant |
| Hedging/pledging | Hedging prohibited per Insider Trading Policy; pledging not disclosed |
| Clawback policy | Adopted Oct 2, 2023; restatement recovery and misconduct discretionary recovery |
Employment Terms
-
Start date and role: Appointed CFO effective October 7, 2024 .
-
Severance and change-in-control (CIC) economics:
- Current plan (effective Jan 1, 2025): Regular severance equals 1.0x base salary + target bonus (Tier II), plus 12 months health benefits for Tier II; CIC severance equals 2.0x base salary + target bonus (Tier II), plus 24 months health benefits; double-trigger; outplacement up to $10,000 (regular) or $25,000 (CIC) .
- Harris-specific CIC illustration as of 12/31/2024: $1,870,000 cash (2.0x base + target), $36,918 health benefits (24 months), $278,544 equity acceleration value, $25,000 outplacement; total $2,210,462 .
-
Restrictive covenants: Under current plan, non-compete/customer non-solicit/employee non-recruit for 8 months (Tier II) post-termination; 12 months for Tier I .
-
Equity treatment on termination/CIC:
- If awards are assumed in a CIC and termination without cause/for good reason within one year: time-based awards vest; performance awards vest at target or actual pro rata based on period elapsed .
- If awards are not assumed in a CIC: time-based awards vest; performance awards vest pro rata at target/actual depending on timing .
- Death or disability: time-based awards vest; performance awards vest pro rata at target/actual depending on timing .
-
Tax gross-ups: None (company policy not to provide tax gross-ups) .
Performance & Pay Design Linkages (Company-Level)
- AIP metrics emphasize Adjusted EBITDA (50%), Working Capital Turnover (25%), and ERP strategy execution (25%); 2024 payout factor was 58.1% .
- LTI emphasizes 3-year Adjusted ROIC (50% of PSUs) and Relative TSR (50% of PSUs) with 0–200% payout band .
Compensation Governance, Peer Group, Say-on-Pay
- Independent compensation consultant: FW Cook; advises on plan design, peer benchmarking, risk assessment .
- 2024 compensation peer group (20 industrials), including Federal Signal, SPX, Greenbrier, Wabash, Columbus McKinnon, et al. .
- Say-on-Pay: 98% approval at 2024 annual meeting; no changes made solely due to vote outcome .
Investment Implications
- Alignment and at-risk mix: Majority of Harris’ target compensation is variable with explicit operating (Adjusted EBITDA/WCT) and multi-year capital/market discipline (ROIC/TSR) metrics, supporting pay-for-performance alignment .
- Retention risk vs. selling pressure: Near-term RSU tranches vest in 2025–2027, while larger PSU positions remain performance-contingent until 2027, moderating immediate selling pressure but creating multi-year retention hooks .
- Governance safeguards: Double-trigger CIC, robust clawback, anti-hedging, no tax gross-ups, and stock ownership guidelines reduce shareholder risk and encourage longer-term alignment .
Note: All figures and terms are sourced from Astec’s 2025 Definitive Proxy Statement (covering 2024 compensation), with grant- and vesting-specific details as cited above.