Gregory Morical

About Gregory Morical

Gregory J. Morical is Senior Vice President, General Counsel & Secretary of Calumet, Inc., serving as General Counsel since April 2012. He is 56 years old, holds a B.A. in Political Science from DePauw University and a J.D. from Indiana University School of Law–Bloomington, and serves on the board of Elements Financial . Company performance context: 2024 revenue was approximately $4.2 billion; the stock rose ~23% in 2024 with a 3-year cumulative TSR of ~67%; 2024 Adjusted EBITDA was $194.8 million and GAAP net loss was ~$222 million . In 2025, Calumet overhauled incentive design: 60% of AIP on Adjusted EBITDA and 40% on operational priorities; LTIP mix is 50% PSUs (relative TSR, net deleveraging, strategic initiatives) and 50% time-based RSUs .

Past Roles

External Roles

Fixed Compensation

• Base salary progression and peer positioning
  • Base salary increased from $354,000 (12/31/2023) to $406,390 (12/31/2024); 2024 increase was market-driven to move nearer to peer median .
• 2024 “All Other Compensation” detail
  • Components included: 401(k) match $17,250; HSA match $1,000; term life insurance $1,697; deferred comp match $15,198; total $35,145 .

Multi-year compensation (Summary Compensation Table):

Performance Compensation

• Annual Incentive Plan (AIP)
  • 2024 structure: company funding based on Adjusted EBITDA with business/individual objectives; minimum/target/stretch EBITDA set at $230.0m/$345.0m/$460.0m; actual 2024 EBITDA was $194.8m (below threshold). Despite the miss, the Committee exercised discretion given strategic milestones and paid a bonus to Mr. Morical of $151,984 .
  • 2024 target opportunity: Minimum 40%, Target 80%, Stretch 120% of base salary .
  • 2025 structure: 60% Adjusted EBITDA and 40% operational priorities (both subject to a threshold FCF gate); Committee may apply ±20% individual modifier .
• Long-Term Incentive Plan (LTIP)
  • 2024 program: RSUs based on Adjusted EBITDA and individual objectives; due to EBITDA below threshold, no annual equity was earned for 2024 performance; however, the Board approved 2025 LTIP awards at target for eligible employees, to be reported in 2025 compensation .
  • 2025 grant mix: 50% PSUs and 50% RSUs. PSU metrics/weighting: Relative TSR vs S&P SmallCap 600 (33%, 3-year; 0–150% payout; capped at 100% if absolute TSR negative), Net Deleveraging (33%, 1-year; earned units vest through 2027), Strategic Initiatives (33%, 1-year; qualitative; earned units vest through 2027). RSUs cliff-vest at 3 years .

Detailed AIP/LTIP parameters:

Equity Ownership & Alignment

• Beneficial ownership and RSU profile (as of April 14, 2025):
  • Common shares beneficially owned: 64,538; Vested RSUs: 40,433; Unvested RSUs: 78,685; Total economic interest: 183,656 .
  • Shares outstanding (for context): 86,621,470 (implies ~0.07% beneficial ownership based on common shares alone: 64,538 ÷ 86,621,470) .
• Outstanding RSUs and vesting schedule (as of 12/31/2024):

• Ownership/pledging policies:
  • No formal executive stock ownership guidelines; ownership encouraged via LTIP .
  • Insider Trading Policy prohibits hedging and pledging, and requires pre-clearance and trading-window compliance for directors and executives .

Employment Terms

• Employment agreements: None in effect as of 12/31/2024 for executive officers (including Mr. Morical) .
• Clawback: Policy compliant with Nasdaq Rule 5608/Rule 10D-1; recovers excess incentive comp over 3 fiscal years preceding a restatement (for awards on/after Oct 2, 2023) .
• Change-in-Control Protection Plan (CIC Plan): Qualifying termination within 3 months before or 12 months after a change in control triggers:
  • Cash severance: 1.0x (for NEOs other than CEO) of base salary + target bonus .
  • 12 months employer-paid medical/dental/vision; up to $10,000 outplacement; accelerated vesting of time- and performance-based LTIP at greater of target or actual performance to date .
• Quantified CIC scenario for Morical (assuming event on 12/31/2024):

• Other termination accelerators: Full accelerated vesting of RSUs upon death, disability, or normal retirement (age 62+), and upon qualifying CIC termination .

Compensation Structure Analysis

• Year-over-year mix shifts and discretion
  • 2024: Despite missing EBITDA threshold ($194.8m vs $230.0m min), the Committee paid discretionary cash bonuses for strategic achievements (C-Corp conversion, DOE loan progress, safety, operational improvements); no 2024 LTIP earned under formula, but target-level 2025 LTIP grants were approved for eligible employees .
• 2025 design changes tighten pay-for-performance
  • AIP introduces a 60% financial/40% operational weighting with an FCF gate; LTIP rebalanced 50% PSUs and 50% RSUs with performance rigour (relative TSR cap when absolute TSR is negative) and deleveraging/strategic execution goals .
• Peer benchmarking
  • A formal 2025 compensation peer group of 21 companies spanning refining, commodity/specialty chemicals, renewables (e.g., Ashland, Cabot, CVR Energy, Delek US, Huntsman, Ingevity, Olin, Par Pacific, Stepan, Chemours, Quaker Chemical, Tronox, etc.) was established to calibrate competitiveness; target percentile not disclosed .

Additional Incentives, Benefits, and Policies

• Deferred Compensation Plan: Executives may defer cash incentives into RSU-denominated accounts with dividend equivalents; Mr. Morical’s 2024 aggregate balance was $824,297 with $155,351 aggregate earnings in 2024 .
• Retirement/benefits: 401(k) match up to 5% of eligible comp; executive long-term disability supplements (combined LTD benefit pays 60% of monthly earnings up to $15,000/month) .
• Perquisites: Executive physical program; no spousal/family travel reimbursements paid for executives in 2024 .

Equity Ownership & Management Alignment (Holistic)

Risk Indicators & Red Flags

• Positive alignment signals
  • 2025 shift to PSU-heavy LTIP with relative TSR cap and deleveraging/strategic metrics strengthens performance linkage and mitigates windfall risk .
  • Explicit prohibition on hedging/pledging reduces misalignment risks .
• Watch items
  • No formal executive ownership guidelines (offset partially by sizable unvested RSUs and policy restrictions) .
  • Discretionary cash bonuses paid despite missing 2024 EBITDA threshold; however, Committee cited material strategic achievements, and total pay declined YoY for NEOs .

Say-on-Pay & Shareholder Feedback

• 2025 say-on-pay proposed (advisory) with Board support; frequency recommendation: annual . Historical approval percentages not disclosed.

Expertise & Qualifications

• Education: B.A., DePauw University; J.D., Indiana University School of Law–Bloomington .
• Legal/leadership background: Extensive in-house GC roles, top-tier clerkships, and law firm experience; GC at Calumet since 2012 .
• External governance: Director at Elements Financial .

Work History & Tenure

• Calumet, Inc.: General Counsel since April 2012; Senior Vice President, General Counsel & Secretary (current) .
• Prior employers include Dormir, U.S. Biopsy, Ice Miller; judicial clerkships at Seventh Circuit and Ohio Supreme Court .

Investment Implications

• Alignment and retention: Morical has meaningful unvested RSU exposure with staggered vesting through 2027, and CIC provides only 1.0x cash severance plus equity acceleration—moderate retention support without excessive guarantees . Near-term vesting events (e.g., Feb 22, 2025 ~55.6k RSUs) could create periodic trading windows, though pre-clearance and no-hedge/pledge rules temper selling pressure .
• Pay-for-performance trajectory: 2025 redesign (PSU metrics in TSR/deleveraging/strategic initiatives; AIP FCF gate) tightens incentive-quality and should better correlate pay outcomes with shareholder value creation and balance sheet progress .
• Governance risk: Absence of stock ownership guidelines is a gap vs best practices, but broad LTIP participation, clawback adoption, and trading restrictions mitigate alignment concerns; no employment agreement reduces entrenchment risk . Company’s 2024 EBITDA shortfall and discretionary bonuses warrant monitoring of future pay outcomes versus objective targets .