Shirin Khosravi
About Shirin Khosravi
Shirin Khosravi, age 56, is American Vanguard’s Chief Human Resources Officer (CHRO), serving in that role since December 2024 after joining the company as Vice President of Human Resources in February 2024. She brings 25+ years of HR leadership experience at CR Laurence, Dover Corporation, and Holcim, and holds an MBA from the University of Western Ontario and a BA in Business from Edith Cowan University in Perth, Western Australia . During 2024, AVD’s pay-versus-performance disclosure shows a sharp decline in TSR (company’s $100 investment value fell to $24) alongside net sales of $549.5 million and a net loss of $124.9 million, framing a stringent pay‑for‑performance backdrop for incentive outcomes in her first year as an NEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CR Laurence | HR leadership (positions of increasing responsibility) | Not disclosed | Senior HR responsibilities across architectural hardware and glazing supplies |
| Dover Corporation | HR leadership (positions of increasing responsibility) | Not disclosed | HR leadership at diversified industrial manufacturer |
| Holcim | HR leadership (positions of increasing responsibility) | Not disclosed | HR leadership at global construction materials provider |
External Roles
No public-company board or external directorships disclosed for Khosravi in the proxy’s executive officer biographies .
Fixed Compensation
| Component | 2024 |
|---|---|
| Base Salary ($) | 276,360 |
| Target Bonus (% of base) | 60% for non-CEO NEOs (2025 STI plan; no 2024 STI payout) |
| Actual Bonus Paid ($) | 0 (no incentive compensation for 2024 performance) |
| Other Cash | Two nonrecurring transformation benefits of $125,000 each in Q3 and Q4 2024 as part of Office of CEO duties |
Performance Compensation
Short-Term Incentive (Cash) – Framework and Outcomes
| Year | Plan Design | KPI Metrics & Weighting | Target Bonus | Payout Outcome |
|---|---|---|---|---|
| 2024 | SMART goals (companywide and role-specific); threshold profitability required for payout | Companywide objectives included net sales, net income, EBITDA, working capital management | Not specifically stated for 2024 in proxy | $0 (no incentive compensation due to poor performance) |
| 2025 | Formula-driven STI with level-based grading across KPIs | Net sales (20%), Adjusted EBITDA (50%), Net trade working capital (20%), Transformation (5%), Manufacturing/Opex (5%) | 60% of base for non-CEO NEOs | Not disclosed (future year) |
• Payout range caps: 0–180% of target bonus depending on KPI levels 1–6; caps instituted to prevent windfalls and limit discretion .
• Clawback: Board may require reimbursement/forfeiture of excess incentive compensation upon a material restatement for the preceding three fiscal years .
Equity Awards – Structure and Vesting
| Award Type | Grant Mechanics | Vesting/Exercise Conditions | Notes |
|---|---|---|---|
| Time-based RSUs | Annual grants historically; suspended in 2025 pending higher share price and lender restrictions on repurchases | RSUs vest on the third anniversary of the award (cliff vesting); continuous employment required | Khosravi had 6,666 unvested RSUs at 12/31/2024 (MV $30,864) |
| Stock Options (TSR-based) | Options granted with Monte Carlo valuation; strike price often at grant-date FMV (e.g., $10.28) | Options vest after three years; exercisability conditioned on hitting TSR thresholds at $20 and $25 per share for consecutive trading days (proxy text: 30 days; footnote example: 20 days) | Khosravi held 4,087 unexercisable options at $10.28 expiring 1/22/2027 at FY-end |
OPTION EXERCISES AND STOCK VESTED (2024): Khosravi had 6,358 shares vest with value realized of $105,670; no option exercises .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 14,377 shares; under 1% of class |
| RSUs Unvested (12/31/2024) | 6,666 units; market value $30,864 |
| Options (Exercisable) | 0 (at FY-end) |
| Options (Unexercisable) | 4,087 at $10.28; expire 1/22/2027 |
| Anti-Hedging/Hedging Policy | Hedging and non-monetized instruments prohibited for directors and Section 16 officers |
| Stock Ownership Guidelines | CEO 4x base; Section 16 officers 2x base required; retention policy applies |
| Pledging | No pledging policy disclosure identified; not disclosed in proxy sections reviewed |
| Compliance Status | Not disclosed (guideline multiples stated, individual compliance not enumerated) |
Employment Terms
| Aspect | Provision |
|---|---|
| Role and Start Dates | VP HR since February 2024; CHRO since December 2024 |
| Employment Agreement | Not specifically disclosed for Khosravi; CEO has a separate employment agreement |
| Change-of-Control (CoC) | Double-trigger for non-CEO NEOs: upon CoC and termination without cause/resignation for good reason within 24 months, lump-sum equals 2x base salary + 2x average cash incentive, 24 months COBRA, executive outplacement, and immediate acceleration/vesting of unvested options/awards (subject to plan terms) |
| Estimated CoC Payments (as of 12/31/2024) | Salary $552,636; Average Bonus —; COBRA $90,629; Outplacement $10,000; Accelerated vesting $30,864; Total $684,129 |
| Non-compete/Non-solicit | Not disclosed in proxy sections reviewed |
| Clawback | Applies to excess incentive compensation upon material restatement |
| Deferred Compensation/Pension | None provided to NEOs for 2024 |
| Perquisites (2024) | Automobile allowance $12,000; insurance premiums $1,545; company 401(k) contribution $13,824 |
Company Performance Context (Pay-versus-Performance)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 Investment | $100 | $106 | $141 | $72 | $24 |
| Global Agribusiness Index TSR – $100 | $100 | $125 | $115 | $105 | $113 |
| Net Income ($000s) | $15,242 | $18,587 | $27,404 | $7,519 | $(124,855) |
| Net Sales ($000s) | $458,704 | $557,676 | $609,615 | $579,371 | $549,520 |
Investment Implications
- Pay-for-performance discipline is tight: no 2024 incentive payout to NEOs despite transformation workload, and 2025 STI uses formulaic weighting with a 50% emphasis on adjusted EBITDA and capped payouts, reducing discretionary upside but tightening accountability and alignment with operating leverage improvement .
- Equity incentives have retention hooks and performance gates: RSUs cliff-vest after three years, while options require both time-based vesting and TSR price thresholds ($20/$25 over consecutive trading days), limiting near-term monetization and mitigating immediate selling pressure unless the stock materially re-rates .
- Ownership alignment policies exist, but individual compliance status is not disclosed; anti-hedging reduces misalignment risk, and Section 16 officers must reach 2x salary stock ownership over time, supporting longer-term alignment .
- Change-of-control economics suggest moderate retention protection and potential acceleration, with an estimated CoC package of ~$684K for Khosravi as of year-end 2024, indicating standard market protections without tax gross‑ups or excessive multiples beyond 2x .
- Execution risk persists given 2024 loss and depressed TSR, but the 2025 KPI framework explicitly targets adjusted EBITDA, sales growth, working capital, and transformation goals; monitoring STI outcomes and any equity award suspensions/resumptions will be key for near-term signals on management confidence and retention .