Sam Toole
About Sam Toole
Samara “Sam” Toole, age 59, is Senior Vice President and Chief Marketing Officer at The AZEK Company; she joined AZEK in October 2021 after 20+ years leading growth and brand building in home and consumer products . During FY2024, AZEK delivered record performance (Net Sales $1.44B, +5% YoY; Net Income $153M, +146% YoY; Adjusted EBITDA $379M, +34% YoY), while one- and two‑year TSR outperformed its compensation peer group, the S&P 1500 Building Products Index and the Russell 3000; since IPO, the stock rose ~103.5% through FY2024 year‑end . Toole’s FY2024 annual incentive payout was 141.3% of target, reflecting above-target financial outcomes and strong individual/FULL‑CIRCLE goal execution (e.g., brand and digital funnel gains) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California Closet Company, Inc. | Chief Marketing Officer | 2014–2021 | Drove significant growth via multi‑touchpoint marketing, elevated ecommerce and tools, award‑winning content |
| Serena & Lily, Inc. | SVP, Marketing | 2006–2014 | Led brand and growth initiatives at a luxury lifestyle brand |
| Other lifestyle/consumer products firms | Senior-level roles | Prior to 2006 | Growth and brand building across home and consumer product categories |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 396,712 | 400,000 | 412,000 |
| Target Annual Incentive (% of Base) | — | — | 50% |
| Target Annual Incentive ($) | — | — | 206,000 |
| Actual Annual Incentive Paid ($) | 139,565 | 219,535 | 291,130 |
Notes: FY2024 annual incentive design: 50% Adjusted EBITDA, 25% Net Sales, 25% Individual/FULL‑CIRCLE; company financial factor paid at 150.1% of target; Toole’s overall payout equaled 141.3% of target .
Performance Compensation
2024 Long‑Term Incentive (granted Dec 15, 2023)
| Component | Grant Value ($) | Instruments/Counts | Key Terms |
|---|---|---|---|
| Stock Options | 118,761 | 6,937 options @ $38.15 strike | Vest 1/3 annually over 3 years |
| RSUs | 118,761 | 3,113 RSUs | Vest 1/3 annually over 3 years |
| PSUs (Target) | 237,522 | 6,226 target (3,113 threshold; 12,452 max) | 3‑yr performance; cliff vesting; metrics below |
PSU performance metrics and weights (2024–2026 cycle): Net Sales 40%, Adjusted EBITDA 40%, Adjusted ROIC 20%; measured annually, with 3‑year averages determining payout; Adjusted ROIC averaged over 3 years .
Vesting cadence: RSUs and options vest in equal annual installments over three years; PSUs cliff‑vest post performance certification after three years .
PSU Realization – 2022–2024 Cycle (concluded Sept 30, 2024)
| Item | Result |
|---|---|
| Company PSU Payout Factor (2022–2024 cycle) | 53.8% of target |
| Toole – Shares Vested from 2022 PSU Cycle | 2,613 shares |
Context: The 2022–2024 PSU design used cumulative Net Sales (45%), cumulative Adjusted EBITDA (45%), and average RONTA (10%); after adjusting targets for the Vycom divestiture, net sales and Adjusted EBITDA paid below target; RONTA paid 0% .
Annual Incentive – FY2024 Details
| Component | Weight | Target/Scale | FY2024 Outcome |
|---|---|---|---|
| Adjusted EBITDA | 50% | 0% payout <88% of target; 100% @ target; 175% @ 116%+ | Achieved $379.3M; 171.2% factor |
| Net Sales | 25% | 0% payout <88% of target; 100% @ target; 175% @ 119%+ | Achieved $1,441.4M; 108% factor |
| Individual Goals | 15% | Ratings 1–5 map to 0–130% | Rating 4 (“Exceeds”); 115% |
| FULL‑CIRCLE Goals | 10% | Team goals; 0–130% | Rating 4; exceeded engagement; improved TRIR; recycle content increased |
Toole achievements cited by committee: thousands added to contractor loyalty program; double‑digit growth in contractor leads and sample orders; “Brands that Matter” recognition by Fast Company; shelf space support; early adoption of emerging tech for efficiency .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 30,042 |
| Ownership as % of Shares Outstanding | ~0.02% (30,042 / 143,555,522) |
| Options Exercisable within 60 days (as of 12/21/24) | 18,344 |
| Options Unexercisable (9/30/24, selected grant) | 6,937 (12/15/2023 grant) |
| Unvested RSUs outstanding (by grant) | 3,571 (11/01/2021); 3,422 (11/19/2021); 4,460 (12/12/2022); 3,113 (12/15/2023) |
| PSUs – 2024 grant counts (threshold/target/max) | 3,113 / 6,226 / 12,452 |
Alignment policies:
- Hedging, pledging, short sales, margin accounts, and derivatives trading are prohibited for all employees and directors .
- Executive stock ownership policy: CEO 6x base; CFO/COO 3x; Other CEO direct reports 2x; Other executive officers 1x; executives must retain net shares until compliant; company states all directors/executive officers meet or are in compliance via retention requirement .
Employment Terms
| Topic | Key Terms |
|---|---|
| Restrictive Covenants | 2‑year non‑compete and non‑solicit; confidentiality and non‑disparagement; IP assignment |
| Executive Severance Plan (adopted Dec 2024) | Qualifying Termination (without cause/good reason): cash severance 1.0x base+target bonus (CEO 2.0x), 12 months health premiums (CEO 24), prior‑year bonus (actual) and pro‑rata current‑year bonus (actual); If within 24 months post‑CIC: 2.0x (CEO 3.0x) base+target in lump sum; 18 months health (CEO 24); prior‑year and pro‑rata bonuses |
| Equity Treatment on Termination/CIC (award terms) | RSUs/options: prorata vesting for death/disability; continued vesting for certain terminations; double‑trigger immediate vesting for terminations without cause/for good reason on/within 24 months post‑CIC; PSUs: prorata and/or target vesting depending on scenario; retirement provisions for eligible executives |
| Quantified Scenarios for Toole (as of 9/30/24) | Termination Without Cause (no CIC): Cash $412,000; Equity $1,096,626; Total $1,508,626 • Qualifying Termination in Connection with CIC: Cash $412,000; Equity $1,873,906; Total $2,285,906 |
Investment Implications
- Pay-for-performance and equity mix: LTI structure skews to performance (50% PSUs in FY2024) with three‑year goals (Net Sales, Adjusted EBITDA, ROIC), which ties compensation to durable value creation; FY2024 AIP overachievement (141.3%) signals strong growth execution and marketing ROI delivery .
- Selling pressure and overhang: Multi‑year vesting of RSUs/options and a live 2024–2026 PSU grant (6,226 target units) imply periodic settlement windows; however, hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk .
- Retention and change‑of‑control: The December 2024 Executive Severance Plan standardizes severance (1x base+target; 2x on CIC for non‑CEO) and provides double‑trigger equity vesting—supporting continuity yet limiting excessive parachutes; Toole’s modeled CIC case totals ~$2.29M as of 9/30/24 .
- Track record: AZEK’s FY2024 records (Net Sales, EBITDA, margins) and TSR outperformance underpin incentive payouts and support confidence in continued marketing‑led material conversion and brand gains under Toole’s remit .