Carl D. Anderson II
Axalta Coating SystemsAbout Carl D. Anderson II
Axalta’s Senior Vice President and Chief Financial Officer since August 14, 2023; age 55 as of February 13, 2025. Education: MBA, Wayne State University; BA in Economics, Michigan State University . Prior roles include CFO of XPO (Nov 2022–Aug 2023) and SVP & CFO of Meritor (Mar 2019–Oct 2022), with earlier treasury and finance roles at GMAC and First Chicago . Under his finance leadership, Axalta achieved record 2024 net sales of $5.3B (+2% YoY) and Adjusted EBITDA of $1.116B (+17% YoY), with year-end net leverage reduced to 2.5x; 2024 ABP paid above target, reflecting company overachievement on EBIT, EBIT margin and FCF .
| Company Performance Context | FY 2023 | FY 2024 |
|---|---|---|
| Net Sales ($B) | 5.2 | 5.3 |
| Adjusted EBITDA ($B) | 0.951 | 1.116 |
| Company TSR (Value of $100) | $111.74 | $112.57 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| XPO, Inc. | Chief Financial Officer | Nov 2022–Aug 2023 | Led finance at a large North American freight carrier; public company CFO experience . |
| Meritor, Inc. | SVP & CFO; earlier Group VP Finance; Treasurer; Asst. Treasurer; Director, Intl. Capital Markets/Risk/Insurance | 2006–Oct 2022; CFO Mar 2019–Oct 2022 | Drove capital markets, treasury, and investor relations; automotive/commercial vehicle end-market expertise . |
| GMAC; First Chicago | Treasury and financial planning; analyst roles | Early career | Foundational finance and capital markets experience . |
External Roles
No current public company board roles disclosed for Anderson .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary rate ($) | 665,000 (offer letter) | 693,263 effective 3/11/2024 |
| Salary paid (SCT) ($) | 255,769 | 693,161 |
| Target annual bonus (% of base) | 90% | 90% |
| Perquisites and other ($) | 84,942 | 55,285 (includes 401(k) $24,150; deferred comp match $23,922; disability $4,850; liability insurance $2,363) |
| Sign‑on cash ($) | 500,000 (repayable if leave before 2 years) | — |
Notes:
- 401(k) and nonqualified deferred compensation plans available; no defined-benefit pension .
- No tax gross‑ups; perquisites modest and disclosed .
Performance Compensation
Annual Bonus Plan (ABP) – 2024
| Metric | Weight | Threshold | Target | Max | Actual | Payout as % of weight |
|---|---|---|---|---|---|---|
| Adjusted EBIT ($MM) | 50% | 643 | 772 | 884 | 835 | 151.3% |
| Adjusted EBIT Margin (%) | 25% | 13.9 | 14.9 | 16.6 | 15.9 | 160.9% |
| Free Cash Flow ($MM) | 25% | 383 | 435 | 544 | 451 | 113.2% |
| Company weighted payout | — | — | — | — | — | 144.2% |
| Anderson’s 2024 ABP outcome | Value |
|---|---|
| Target bonus ($) | 623,937 |
| Individual modifier | 105% (finance, leverage reduction, cyber, talent development) |
| Payout (% of target) | 151.4% |
| Actual award ($) | 944,703 |
Design notes: 2024 ABP was a single global plan (ONE Axalta), with individual performance as a modifier to company financial outcomes; metrics and banding set ex‑ante by the Compensation Committee .
Long‑Term Incentives (LTI)
2024 Annual Grants (Target values and counts)
| Instrument | Target grant value ($) | Units/Terms |
|---|---|---|
| PSUs (50% Adjusted EBITDA; 50% Relative TSR vs S&P 400 MidCap) | 1,050,000 | 32,326 target PSUs; 3‑year performance, 0–200% payout; TSR capped at 100% if absolute TSR negative |
| RSUs (time‑based) | 700,000 | 21,553 RSUs; vest in 3 equal annual installments beginning 2/28/2025, subject to continued service |
2023 Sign‑On Equity and Cash
- Equity: $3,500,000, split 50% RSUs (3‑year pro‑rata vesting on 8/14 annually) and 50% PSUs on same 2023 PSU terms as other executives .
- Cash: $500,000 sign‑on (repayable in full if he resigns or is terminated for cause within 2 years) .
Performance share program evolution and rigor
- 2021 PSUs (EPS/ROIC with TSR modifier) paid at 12.7% of target overall, reflecting below‑threshold multi‑year EPS/ROIC outcomes for 2022–2023; demonstrates stretch calibration .
- 2022–2024 PSUs paid at ~26% of target overall (ROIC above threshold; EPS below threshold) .
Equity Ownership & Alignment
| Holding/Policy | Detail |
|---|---|
| Beneficial ownership | 15,911 common shares as of April 10, 2025 (less than 1%) . |
| Unvested RSUs (as of 12/31/2024) | 41,313 (sign‑on 8/14/2023); 21,553 (annual 2/28/2024) . |
| Unearned PSUs (as of 12/31/2024) | 30,984 (8/14/2023); 16,163 (2/28/2024) . |
| Stock ownership guidelines | 2× base salary for SVP direct reports to CEO; all NEOs met guidelines or within grace period as of 12/31/2024 . |
| Pledging/hedging | Prohibited; also pre‑clearance and blackout periods apply to Section 16 officers . |
| Equity plan protections | Minimum 12‑month vesting (exceptions limited); dividend payments deferred until vesting; no option repricing; double‑trigger CIC vesting . |
Vesting cadence and potential selling pressure
- RSUs: 1/3 of 41,313 sign‑on RSUs vest each 8/14 in 2024/2025/2026; 1/3 of 21,553 annual RSUs vest each 2/28 in 2025/2026/2027 (net of tax), creating predictable quarterly/annual liquidity windows .
- PSUs: Earn and vest after Committee certification at cycle end (2026 for 2023 awards; 2027 for 2024 awards) .
Employment Terms
| Term | Detail |
|---|---|
| Start date & role | Senior Vice President & CFO effective August 14, 2023 . |
| Base/bonus setup (offer) | Base $665,000; target bonus 90% of base (not prorated for 2023); 2024 LTI target $1,750,000 . |
| Non‑compete/non‑solicit | 12 months post‑termination under Restrictive Covenant and Severance Policy . |
| Clawbacks | SEC/NYSE‑compliant restatement clawback; broader policy for specified misconduct (e.g., code of conduct violations) . |
Severance and Change‑in‑Control (CIC) Economics (as of 12/31/2024)
| Scenario (Anderson) | Cash severance | Bonus severance | Equity vesting | COBRA | Total |
|---|---|---|---|---|---|
| Termination without Cause (no CIC) | $693,263 | $928,872 | $1,413,731 | $22,838 | $3,058,704 |
| Termination without Cause or Good Reason within 2 years after CIC | $1,386,526 | $1,247,873 | $5,915,519 | $45,676 | $8,595,594 |
Plan mechanics (per policy and CIC award terms)
- Absent CIC: 1× (salary + target or average bonus), plus COBRA; equity vesting per plan specifics .
- CIC: 2× (salary + target bonus), COBRA for 24 months, and double‑trigger equity acceleration; PSUs settle at target or based on actual to CIC date per award terms .
Performance & Track Record
- 2024: Company delivered net sales $5.3B (+2%) and Adjusted EBITDA $1.116B (+17%), citing margin expansion and operational execution; net leverage at year-end reduced to 2.5×, a Company record .
- 2024 ABP: Company exceeded targets on EBIT and margin and exceeded target on FCF, driving 144.2% company payout; Anderson’s modifier 105% reflected leverage reduction, finance function development, and cybersecurity strengthening .
- LTIs: 2021 and 2022 PSU outcomes (12.7% and ~26% of target, respectively) indicate strong pay‑for‑performance alignment and stringent goals .
Compensation Structure Analysis
- Mix and leverage: 2024 pay emphasized at‑risk components; Anderson’s LTI mix 60% PSUs/40% RSUs aligns to multi‑year EBITDA and relative TSR goals, with straight‑line interpolation and 200% cap (TSR capped at 100% if absolute TSR <0) .
- One‑plan ABP design: Company‑wide financial metrics with individual modifier reinforces “ONE Axalta” and minimizes siloed optimization .
- Governance and safeguards: Independent Compensation Committee with Pearl Meyer as advisor; clawbacks formalized; hedging/pledging prohibited; no option repricing; minimum vesting standards .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: 98.65%, signaling strong investor alignment with the compensation program .
- Investor outreach: Engagement with holders representing ~55–60% of shares; no significant compensation concerns raised .
Related‑Party & Red‑Flag Review
- Related‑party transactions: None reportable since the beginning of FY 2024 .
- Tax gross‑ups: None .
- Pledging/hedging: Prohibited .
- Equity plan features: No liberal share recycling; no option repricing; double‑trigger CIC only .
Equity Ownership Detail (as of 12/31/2024 unless noted)
| Category | Count/Status |
|---|---|
| Common shares beneficially owned (4/10/2025) | 15,911 |
| RSUs outstanding | 41,313 (sign‑on 8/14/2023); 21,553 (annual 2/28/2024) |
| PSUs outstanding (unearned) | 30,984 (8/14/2023); 16,163 (2/28/2024) |
| Options | None outstanding for Anderson |
| Ownership guideline | 2× salary; compliant or within grace |
| Pledges | None permitted by policy |
Investment Implications
- Alignment and rigor: Above‑target annual bonus tied to clear EBIT/margin/FCF outperformance and low PSU vesting from prior cycles (~13–26% of target) indicate tight calibration and pay‑for‑performance discipline .
- Retention overhang manageable: RSU tranches vesting on predictable schedules (Feb 28 and Aug 14) create limited, known potential selling windows; pledging/hedging prohibitions mitigate adverse alignment signals .
- CIC/Severance optics: Standard 1× (no CIC) and 2× (with CIC) multiples with double‑trigger equity are market‑typical and avoid single‑trigger windfalls; no tax gross‑ups .
- Execution focus: 2024 leverage reduction, margin expansion, and strong FCF underpin future PSU potential; however, prior low PSU outcomes underscore performance risk if multi‑year targets are not met .