Martin Bengtsson
BALCHEMAbout Martin Bengtsson
C. Martin Bengtsson serves as Executive Vice President and Chief Financial Officer and is the Principal Financial Officer, signing SOX certifications on BCPC’s quarterly filings . In March 2024, his scope expanded to include leadership of the Animal Nutrition & Health segment with no compensation changes . BCPC delivered record 2024 revenue of $953.7M and adjusted EBITDA of $250.3M, with strong free cash flow, supporting dividend increases and $119.6M of debt paydown . Over 2019–2024, BCPC’s TSR reached 164.52 vs. a 118.83 peer group benchmark, while Net Income was $128.5M and Adjusted EBITDA $250.3M in 2024 .
Past Roles
The 2025 proxy and recent 8-Ks do not disclose Bengtsson’s pre-BCPC work history.
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | — |
External Roles
No external directorships or board roles for Bengtsson are disclosed in the company’s 2025 proxy or recent 8-Ks.
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | — |
Fixed Compensation
- Ownership policy: CFO must hold stock equal to 3x base salary (raised from 1.5x), effective Feb 13, 2025; 5-year compliance window; all officers currently compliant .
- Hedging/pledging: Prohibited for all directors and employees (no margin or pledged BCPC securities) .
- 401(k) match: 100% of contributions up to 6% of eligible compensation; Bengtsson’s 2024 match was $20,700 .
| Year | Base Salary ($) | ICP Target (% of Salary) | 401(k) Match ($) | Perquisites ($) |
|---|---|---|---|---|
| 2024 | 572,149 | 75% | 20,700 | 11,400 |
| 2023 | 527,337 | 75% | 30,600 | — (included in All Other) |
| 2022 | 502,226 | 75% | 32,000 | — (included in All Other) |
Performance Compensation
Annual Incentive Plan (ICP) Design and 2024 Outcomes
- 2024 ICP metrics and weightings: Adjusted EBITDA 60% (Target $241.1M), Revenue 20% (Target $962.0M), Free Cash Flow 20% (Target $133.3M); ESG ±10% modifier for executive officers .
- Actual 2024 results: Adjusted EBITDA $250.3M (103.8% of target), Revenue $953.7M (99.1%), Free Cash Flow $147.2M (110.4%); aggregate ICP payout 131.0% of target plus +6% ESG modifier applied to executive officers .
- Bengtsson ICP target and payout: Target $429,112; actual payout $596,901 (consistent with 131% payout and +6% ESG modifier) .
| Metric | Weight | Threshold | Target | Stretch | Max | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 60% | 230.9 | 241.1 | 253.2 | 265.2 | 250.3 | 122.9% |
| Revenue ($M) | 20% | 920.5 | 962.0 | 986.1 | 1,010.1 | 953.7 | 86% |
| Free Cash Flow ($M) | 20% | 120.0 | 133.3 | 140.0 | 146.6 | 147.2 | 200% |
| ESG Modifier | ±10% | — | — | — | — | Applied +6% | +6% |
Long-Term Incentive Program (LTIP) Design
- Target Equity Multiplier (as a multiple of base salary): CFO 2.25x .
- Award mix per year: 25% Stock Options (10-year term; vest 20/40/40 over 3 years), 25% Time-Based Restricted Shares (cliff vest at 3 years), 25% EBITDA PSUs (3-year performance), 25% Relative TSR PSUs vs Russell 2000 (3-year performance) .
- 2022 PSU outcomes: EBITDA growth payout 192.4% and TSR payout 154.7%; aggregate PSU vesting 172.4% .
2024 Equity Grants (CFO)
| Grant Date | Instrument | Quantity | Exercise Price | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 02/08/2024 | Performance Shares (Target) | 3,720 | — | Included in total |
| 02/08/2024 | Time-Based Restricted Shares | 2,100 | — | Included in total |
| 02/08/2024 | Stock Options | 6,800 | 143.43 | Included in total |
| — | Aggregate 2024 Stock Awards (ASC 718) | — | — | 904,470 |
| — | Aggregate 2024 Stock Options (ASC 718) | — | — | 302,755 |
Equity Ownership & Alignment
- Beneficial ownership: 58,907 shares (40,760 options exercisable within 60 days; 1,048 401(k); 17,099 direct) .
- Percent of class: <1% .
- Ownership guidelines: CFO 3x base salary; all officers compliant .
- Hedging and pledging: Prohibited (no margin accounts or pledged securities) .
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 58,907 shares |
| Composition | 40,760 options exercisable within 60 days; 1,048 401(k); 17,099 direct |
| % of Shares Outstanding | Less than 1% |
| Ownership Policy | CFO required multiple: 3x base salary (effective Feb 13, 2025); 5-year compliance |
| Compliance Status | All officers compliant |
| Hedging/Pledging | Prohibited for directors and employees |
Outstanding Equity and Scheduled Vesting (as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Options | 15,000 | — | 85.33 | 02/04/2029 |
| Options | 6,000 | — | 84.09 | 02/13/2029 |
| Options | 4,800 | — | 111.94 | 02/13/2030 |
| Options | 5,300 | — | 119.13 | 02/11/2031 |
| Options | 3,000 | 2,000 | 138.07 | 02/10/2032 |
| Options | 1,100 | 4,400 | 138.09 | 02/08/2033 |
| Options | — | 6,800 | 143.43 | 02/08/2034 |
| Unvested Shares | Time-Based RS | Value (@$163) | PSUs (Target) | Value (@$163) |
|---|---|---|---|---|
| 2024 YE | 5,170 | $842,710 | 9,800 | $1,597,400 |
| Final Vesting Date | Shares |
|---|---|
| Jan 1, 2025 | 3,100 |
| Feb 10, 2025 | 1,450 |
| Jan 1, 2026 | 2,980 |
| Feb 8, 2026 | 1,620 |
| Jan 1, 2027 | 3,720 |
| Feb 8, 2027 | 2,100 |
| Total scheduled vest (remaining tranches) | 14,970 |
Note: Performance Shares cliff-vest at the end of the 3-year performance period; the 2024 grants are for the 2024–2026 period, vesting and paying out (if earned) in February 2027 .
Employment Terms
- Offer Letter severance: If terminated other than for Cause, CFO receives one-year base salary ($572,149 as of 12/31/2024), paid in 12 monthly installments .
- Executive Severance Policy (adopted Feb 12, 2025):
- Termination without Cause outside a CIC: CFO receives 1x base salary + 1x target bonus; COBRA paid for 12 months; equity per award terms or Committee may accelerate in lieu of cash .
- Involuntary termination within CIC period: CFO receives 2x base salary + 2x target bonus; COBRA paid for 24 months; immediate acceleration of time-based awards; performance deemed achieved at target .
- Clawback policy: Adopted 2023; applies to current/former executive officers across cash and equity incentive compensation in the event of a financial restatement; no indemnification allowed .
| Provision | CFO Terms |
|---|---|
| Offer Letter Severance | 1x base salary; $572,149 (2024 base) paid over 12 months |
| Severance (No CIC) | 1x base + 1x target bonus; 12 months COBRA; equity per award or accelerated in lieu of cash |
| Severance (CIC Double Trigger) | 2x base + 2x target bonus; 24 months COBRA; time-based equity accelerates; PSUs at target |
| Clawback | Broad recovery for incentive-based comp on restatements |
| Hedging/Pledging | Prohibited |
| Ownership Guidelines | 3x base salary; 5 years to comply; currently compliant |
Compensation Structure Analysis
- Mix and risk: CFO’s 2024 compensation was ~25.1% fixed and 74.9% variable, consistent with pay-for-performance design .
- ICP rigor and ESG: Quantified financial targets with capped payouts; ESG modifier applied for first time in 2024 at +6% due to safety and environmental performance .
- LTIP evolution: Balanced mix of options, TBRS, and PSUs; 2022 PSU payout at 172.4% reflects multi-year EBITDA growth and TSR outperformance vs. Russell 2000 .
- Peer benchmarking and advisor: Pearl Meyer engaged; peer group refreshed Dec 2023 to align industry and size .
Related Party Transactions and Governance Red Flags
- No related party transactions in 2024; no waivers of Code of Conduct provisions .
- Say-on-Pay: 97.1% approval at 2024 Annual Meeting, supporting alignment of pay and performance .
- Options repricing: Prohibited without shareholder approval under the Amended 2017 Plan .
- Director and officer trading limitations: Insider Trading Policy prohibits hedging/margin/pledging; ownership policy enforced by Governance Committee .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (% of Votes Cast) |
|---|---|
| 2024 | 97.1% |
Multi-Year Compensation (CFO)
| Year | Salary ($) | Stock Awards ($) | Stock Options ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 572,149 | 904,470 | 302,755 | 596,901 | 32,100 | 2,408,375 |
| 2023 | 527,337 | 671,295 | 224,961 | 329,433 | 30,600 | 1,783,626 |
| 2022 | 502,226 | 601,307 | 201,299 | 329,903 | 32,000 | 1,666,735 |
Compensation Peer Group (Benchmarking)
- Ashland Global, Avient, Azek, Cabot, Celsius Holdings, CSW Industrials, Element Solutions, FMC, Hain Celestial, H.B. Fuller, Hexcel, Ingevity, Innospec, J&J Snack Foods, Lancaster Colony, Minerals Technologies, MGP Ingredients, Quaker Chemical, Sensient Technologies, Simply Good Foods, Stepan, Treehouse Foods .
Risk Indicators & Red Flags
- Pledging/hedging banned; alignment reinforced by ownership guidelines .
- No tax gross-ups for 280G/409A; no defined benefit pension for NEOs .
- Clawback policy adopted and broad .
- No related party transactions in 2024 .
Investment Implications
- Alignment: High variable pay (~75%) with clear financial metrics and strong ownership requirements; hedging/pledging bans reduce misalignment risk .
- Retention: Enhanced severance economics (1x/1x out-of-CIC; 2x/2x in CIC with acceleration) plus multi-year LTIP cycles should mitigate retention risk, but also create CIC incentives; monitor governance around potential transactions .
- Selling pressure: Scheduled vesting through early 2025–2027 (notably Feb 2027 for 2024–2026 PSUs and TBRS) may lead to withholding sales or 10b5‑1 activity; track Form 4 filings around vest dates .
- Performance linkage: ICP and PSU structures tied to EBITDA, FCF, and TSR have historically paid above target (e.g., 2022 PSUs at 172.4%), indicating disciplined, performance-sensitive design; continued execution on profitability and cash generation should sustain payout alignment .