Michael Norris
About Michael Norris
Michael P. Norris, age 56, is Group President — Materials Solutions at Astec Industries (ASTE). He was named Group President in November 2023 after joining Astec in January 2018 and rising through international and aftermarket leadership roles; he holds a B.S. in Mechanical Engineering (Auburn University) and an MBA (Kennesaw State University) . As context for incentive alignment, Astec’s 2024 company results used in pay decisions included Adjusted EBITDA of $111.8M and a Pay vs Performance TSR value of 84.57 (vs peer group TSR 196.11), with net income of $4.1M; the 2024 AIP paid out at 58.1% of target on weighted metrics (Adjusted EBITDA, Working Capital Turnover, Strategy Execution) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Astec Industries | Group President — Materials Solutions | Named Nov 2023 | Leads materials solutions segment; internal promotion from international/aftermarket sales leadership |
| Astec Industries | SVP, International & Aftermarket Sales | From Jan 2021 | Drove international and aftermarket commercial strategy |
| Astec Industries | VP, International | From Oct 2019 | Expanded Astec’s international footprint |
| Filtec Ltd. | VP, Global Aftermarket | Two years (dates not disclosed) | Led global aftermarket operations |
| Sandvik Mining & Construction; Boart Longyear | Various leadership roles | 18 years (cumulative, dates not disclosed) | Senior roles across mining/construction equipment businesses |
| Astec Industries | Joined company | Jan 2018 | Entry to Astec with international focus |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bethlehem Center (Chattanooga, TN) | Board member | Not disclosed | Non-profit board service |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $364,879 | $423,819 (earned); base rate increased to $427,000 effective 2024 (+2.9%) | 2024 base salary rate set via market review |
| Target Bonus (% of base) | 60% | 60% | Group Presidents at 60% target |
| Target Bonus ($) | — | $256,200 | Based on 60% of $427,000 |
| All Other Compensation (perqs/benefits) | $91,532 | $102,749 (401k $13,800; SERP $71,381; auto $15,673; GTL $1,894) | SERP participant |
Performance Compensation
Annual Incentive (AIP) Structure and 2024 Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout % (unweighted) |
|---|---|---|---|---|---|---|
| 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% of target |
- Norris 2024 AIP paid $148,867, consistent with the 58.1% company payout factor and his 60% target bonus .
- AIP trigger required ≥65% of EBITDA target; after meeting the trigger, linear interpolation applied across metrics .
Long-Term Incentive (LTI) – Grants and Design
Structure: 50% time-based RSUs (3-year ratable vesting) and 50% PSUs (single 3-year performance period). PSU metrics: 50% 3-year average Adjusted ROIC and 50% relative TSR vs custom comparator; PSUs earn 0–200% of target with linear interpolation .
2024 Grants to Norris (Grant date: 2/26/2024):
- RSUs: 5,679 units; grant-date FV $200,014; vest in equal installments on the first 3 anniversaries (subject to standard earlier vesting upon death/disability/retirement at 65 or if awards not assumed on a change in control) .
- PSUs (Adjusted ROIC): target 2,840 units; grant-date FV $100,025; vest/earn based on 3-year performance through 2/26/2027 .
- PSUs (Relative TSR): target 2,839 units; grant-date FV $106,888; vest/earn based on 3-year performance through 2/26/2027 .
| 2024 LTI Award | Target $ | Target units | Vesting |
|---|---|---|---|
| RSUs (time-based) | $200,000 | 5,679 | 1/3 per year on 2/26/2025, 2/26/2026, 2/26/2027 (subject to standard provisions) |
| PSUs – Adjusted ROIC | $100,000 | 2,840 | Earn/vest at 3-year end on 2/26/2027 (0–200%) |
| PSUs – Relative TSR | $100,000 | 2,839 | Earn/vest at 3-year end on 2/26/2027 (0–200%) |
Vesting/realization in 2024:
- RSUs vested: 2,895 shares; value realized $107,766 (FMV on vesting date) .
Stock options: No option grants or outstanding option disclosures for Norris in 2024; LTI delivered in RSUs/PSUs .
Equity Ownership & Alignment
- Beneficial ownership: 8,990 shares as of Feb 27, 2025; less than 1% of outstanding . Total shares outstanding were 22,803,976 as of the record date .
- Unvested/Unearned equity at 12/31/2024 (potential future supply/retention):
- Time-based RSUs unvested: 1,044 (2022 grant) $35,067; 2,714 (2023 grant) $91,200; 5,760 (2024 grant) $193,545 .
- Performance-based PSUs unearned: 6,074 $204,087 (metric cohort (5)); 11,521 $387,091 (metric cohort (6)) .
- Ownership guidelines: Executives must hold stock equal to 3x base salary; until compliant, must retain 50% of net shares from equity awards .
- Hedging/pledging: Company policy prohibits hedging transactions in Company stock (e.g., swaps, collars, exchange funds) . The proxy sets ownership guidelines but does not disclose an explicit pledging prohibition in the cited sections .
Employment Terms
- Current role appointment: Named Group President — Materials Solutions in November 2023; joined Astec in January 2018 .
- Severance/Change-in-Control economics:
- New Executive & Key Employee Severance Plan effective Jan 1, 2025; Norris designated Tier II Participant .
- Regular (non-CIC) termination: 1.0x (base salary + target bonus), up to 12 months health benefit cash equivalent, pro-rata AIP if termination in H2 (lesser of target or actual), pro-rata vesting of eligible performance awards, and up to $10,000 outplacement (12 months) .
- Change-in-control (double trigger): As of 12/31/2024, estimated payout upon involuntary termination in connection with a CIC: cash severance $1,366,400; health benefits $51,635; equity acceleration $752,381; outplacement $25,000; total $2,195,416 . Equity value is also shown under retirement/death/disability: $752,381 . Company uses double-trigger structure (no payment solely on CIC) .
- Clawback: Exchange Act 10D-compliant recoupment policy effective Oct 2, 2023 (covers incentive comp tied to financial reporting; discretionary recovery for misconduct) .
Compensation Structure Details (for pay-for-performance analysis)
| Element | Design | 2024 specifics |
|---|---|---|
| Cash (Base) | Market-aligned fixed pay; annual review | $427,000 base rate as of 2024 (+2.9%) |
| AIP (1-year) | 50% Adj. EBITDA; 25% WCT; 25% Strategy Execution; 0–200% payout with trigger/linear interpolation | Company result: 58.1% of target; Norris payout $148,867 |
| LTI (3-year) | 50% RSUs (time); 50% PSUs (Adj. ROIC and Relative TSR; 0–200%) | 2024 grant: RSUs 5,679 ($200,014), PSUs 2,840 ROIC ($100,025) and 2,839 TSR ($106,888) |
Investment Implications
- Pay-for-performance alignment: AIP and PSU design directly link pay to EBITDA, working capital efficiency, ERP execution, 3-year ROIC, and relative TSR, with 2024 cash incentive paying 58.1% of target, reflecting below-target financial/strategic outcomes (EBITDA near threshold; WCT below target; ERP milestones at threshold) . This design aligns variable pay with multi-year value creation and capital discipline via ROIC and TSR .
- Retention and potential selling pressure: Material unvested RSUs (9,518 units across 2022–2024 grants) and unearned PSUs (17,595 units at target across cohorts) support retention into 2025–2027; vesting is ratable for RSUs and cliff after 3 years for PSUs, which can limit near-term discretionary selling but could create event-driven supply on vesting and upon PSU certification .
- Change-in-control economics: Tier II CIC benefits approximate 2x base+target bonus (as evidenced by the $1,366,400 cash severance estimate at 12/31/2024), plus health, outplacement, and equity acceleration—providing protection but also standard double-trigger safeguards for shareholders .
- Alignment policies: Executive stock ownership guidelines (3x salary with 50% net share retention until met) and anti-hedging policy reinforce alignment; clawback adds downside governance protection . High shareholder support for say-on-pay (98% in 2024) reduces near-term compensation-policy risk .
Net takeaway: Norris’ package is weighted to at-risk, equity-linked pay with rigorous annual and multi-year metrics; significant unvested equity creates retention hooks through 2027, while the new severance framework clarifies termination/CIC outcomes without single-trigger windfalls. The 2024 below-target AIP result and the PSU mix (ROIC/TSR) indicate compensation will be sensitive to execution on profitability, working capital, and sustained relative stock performance .
Citations: