Terrell Gilbert
About Terrell Gilbert
E. Terrell Gilbert, Jr. (age 53) is General Counsel, Chief Compliance Officer and Corporate Secretary of Astec Industries, appointed March 25, 2024; he holds a B.A. in Education (Auburn) and both a J.D. and MBA (Georgia State). Prior roles include Deputy General Counsel at Mohawk Industries (2019–2024) and Assistant General Counsel at Beazer Homes (2016–2019), following partnership at an Atlanta law firm . Company performance context during his tenure: FY2024 revenue was $1,305.1M vs $1,338.2M in FY2023; EBITDA was ~$114.0M vs ~$115.0M in FY2023 (see table; EBITDA values from S&P Global)* .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mohawk Industries, Inc. | Deputy General Counsel | 2019–2024 | Senior in-house counsel at large global manufacturer |
| Beazer Homes USA, Inc. | Assistant General Counsel | 2016–2019 | Public homebuilder; regulatory, commercial, and litigation support |
| Atlanta law firm (name not disclosed) | Partner | Prior to 2016 (years not disclosed) | Private practice leadership prior to in-house roles |
External Roles
No public company directorships or external board roles disclosed for Mr. Gilbert in the proxy .
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | $400,000 (set upon joining, effective March 25, 2024) |
| 2024 salary paid (SCT) | $300,000 (partial year) |
| Target annual bonus | 50% of base salary; 2024 target $200,000 (pro-rated for start date) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and payout
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Unweighted payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $110.4M | $138.0M | $165.6M | $111.8M | 52% |
| Working Capital Turnover | 25% | 3.2 | 4.0 | 4.8 | 3.6 | 77% |
| Strategy Execution (ERP milestones) | 25% | 50% | 100% | 200% | 50% | 50% |
| Weighted overall AIP payout | — | — | — | — | — | 58.1% |
| Mr. Gilbert’s AIP payout | — | — | — | — | — | $89,724 |
AIP trigger: no payout on Adjusted EBITDA unless at least 65% of the Adjusted EBITDA target (i.e., $89.7M) is achieved . 2024 target bonus opportunity for Mr. Gilbert: Threshold $100,000; Target $200,000; Maximum $400,000 (pro-rated) .
Long-Term Incentives (LTI) – 2024 grants and structure
- Mix: 50% time-based RSUs (3-year ratable vesting); 50% PSUs (single 3-year performance period) .
- PSU metrics and earnout: 50% Adjusted ROIC (3-year average); 50% Relative TSR vs custom comparator; 0–200% payout; linear interpolation; PSUs generally vest/earn at 3rd anniversary (or earlier upon death/disability/retirement at 65 or if not assumed in a change-in-control) .
| Grant date | Award type | Target shares | Vesting | Grant-date fair value ($) |
|---|---|---|---|---|
| 5/15/2024 | RSUs (time-based) | 4,747 | 1/3 on 2/26/2025, 1/3 on 2/26/2026, 1/3 on 2/26/2027 | 166,192 |
| 5/15/2024 | PSUs – Adjusted ROIC | 2,374 | 3-year performance; generally vests 2/26/2027, subject to earnout | 83,114 |
| 5/15/2024 | PSUs – Relative TSR | 2,373 | 3-year performance; generally vests 2/26/2027, subject to earnout | 83,648 |
Additional table context: Company-wide NEO LTI mix and counts provided show Mr. Gilbert’s targeted award values of $180,000 (RSUs), $90,000 (PSUs – ROIC), and $90,000 (PSUs – TSR) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,024 shares as of Feb 27, 2025 (<1%) |
| Outstanding options | None; company had no options outstanding at 12/31/2024 (equity plans are RSU/PSU/DSU) |
| Unvested equity (time-based) | 4,747 RSUs granted 5/15/2024; vest in equal installments on 2/26/2025, 2/26/2026, 2/26/2027 (rounded by plan mechanics) |
| Unvested equity (performance) | 2,374 PSUs (ROIC) and 2,373 PSUs (TSR) at target; performance period to 2/26/2027 |
| Stock ownership guidelines | Executive Officers: 3x base salary; may count shares owned directly/indirectly, RSUs and deferred shares (PSUs excluded); must retain 50% of net shares until compliant |
| Hedging/Pledging | Hedging prohibited under Insider Trading Policy; no explicit pledging prohibition disclosed in the cited proxy sections |
Implications for insider selling pressure
- Key vesting dates that can create supply: 2/26/2025, 2/26/2026, 2/26/2027 (time-based RSUs) . Ownership guidelines requiring 50% net-share retention reduce near-term sellable volume until compliance is achieved .
Employment Terms
- Plan status: On Dec 18, 2024, Astec adopted an Executive and Key Employee Severance Plan (effective Jan 1, 2025), replacing the prior CEO-specific severance agreement and the Former CIC Severance Plan .
- Mr. Gilbert’s tier: Tier II Participant (alongside CFO and Group Presidents) .
- Regular (non-CIC) severance (general terms): If terminated without cause or resign for good reason, Tier II receives (i) pro rata AIP bonus if termination occurs in the second half of fiscal year (based on lesser of target or actual), (ii) 1.0x base salary + target bonus, (iii) 12 months of company cost of group health benefits, (iv) up to $10,000 of outplacement; certain performance-based equity may vest pro rata if 12+ months of performance period have elapsed, earned at lesser of target or actual .
- Change-in-control (CIC) terms: Double-trigger; Former CIC plan featured 2.0x base salary + target bonus, 24 months health benefits, full acceleration of time-based equity, PSUs at target, and up to $25,000 outplacement (the new Plan “maintains similar” CIC protections) .
Potential payments table (as if terminated 12/31/2024)
| Scenario | Cash severance | Health benefits | Equity acceleration | Outplacement | Total |
|---|---|---|---|---|---|
| Involuntary termination w/ CIC (Mr. Gilbert) | $1,200,000 | $56,355 | $321,306 | $25,000 | $1,602,661 |
Other provisions
- Good Reason definitions (e.g., material pay reduction, diminution in duties, relocation >50 miles) and arbitration in Chattanooga; plan binding on successors .
- Clawback: SEC/Nasdaq-compliant recoupment policy effective Oct 2, 2023; recover incentive-based comp upon restatement and may recoup service-based equity/incentive comp for misconduct at Committee’s discretion .
- 2025 Equity Incentive Plan governance features: Minimum 1-year vesting (limited exceptions), no discounted options/SARs, no repricing/cash buyouts without shareholder approval, no dividends on unearned awards, no single-trigger CIC vesting if awards are assumed, no tax gross-ups; awards subject to clawback .
Compensation Structure (Year-over-Year mix and specifics)
Summary Compensation (2024)
| Component | Amount ($) |
|---|---|
| Salary | 300,000 |
| Stock awards (grant-date fair value) | 332,954 |
| Non-equity incentive plan (AIP) | 89,724 |
| All other compensation (perqs/benefits) | 40,993 (includes 401k $7,692; relocation $11,560; automobile $21,035; group term life $706) |
| Total | 763,671 |
Observations
- Cash vs equity mix: Majority at-risk via equity and incentive bonus; AIP payout reflected 58.1% plan result for 2024 .
- Shift in vehicles: 2024 LTI is entirely RSUs/PSUs; company had no options outstanding at year-end 2024 .
Say‑on‑Pay, Peer Group, Committee Practices
- Say‑on‑Pay: 98%+ approval at April 25, 2024 meeting; no specific compensation changes made due to the vote .
- Compensation consultant: FW Cook retained as independent advisor; reviewed STIP/LTIP design, benchmarking, severance/CIC structures .
- Peer group (20 industrials) used as reference for 2024 targets (examples include Federal Signal, SPX, Wabash National, Greenbrier, Barnes) .
Company Performance (Revenue and EBITDA context)
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $1,338,200,000 | $1,305,100,000 |
| EBITDA | $115,000,000* | $114,000,000* |
*Values retrieved from S&P Global.
Additional company KPIs reflected in Pay-Versus-Performance disclosure: 2024 Net Income $4.1M and Adjusted EBITDA $111.8M .
Risk Indicators & Red Flags
- Hedging: Prohibited by policy (reduces misalignment risk) .
- Pledging: No explicit pledging prohibition disclosed in cited sections .
- Option repricing: Prohibited without shareholder approval under 2025 Equity Plan .
- Clawback: SEC/Nasdaq compliant; extends to service-based awards for misconduct at Committee discretion .
- Related parties: Standard policy and audit oversight; 2024 related party sales to a director-affiliated customer were <0.1% of net sales .
Investment Implications
- Pay-for-performance alignment: 2024 AIP paid at 58.1% as Adjusted EBITDA marginally exceeded threshold and WCT/strategy partially achieved; signals defensible calibration in a soft revenue year .
- Selling pressure watchpoints: Time-based RSU vesting on 2/26/2025, 2/26/2026, 2/26/2027 could create supply; 50% net-share retention requirement tempers near-term liquidity from vests until ownership guidelines are met .
- Retention/transition risk: Tier II status with 1x salary+target bonus regular severance and 2x under CIC (double-trigger) plus health/outplacement reduces departure risk amid change or restructuring; PSU pro‑rata vesting after 12 months of performance period further aligns retention and performance .
- Governance quality: Strong plan features (no discounted options/repricing, 1‑year vesting minimum, clawback, no tax gross‑ups) and high Say‑on‑Pay support lower governance risk premiums .
Notes: All citations refer to Astec Industries’ 2025 DEF 14A and related 8‑Ks unless otherwise noted. EBITDA table values marked with an asterisk are retrieved from S&P Global.