Todd Borgmann
About Todd Borgmann
Todd Borgmann, age 42, is President & Chief Executive Officer of Calumet, Inc. and a Class II director; the 2025 proxy does not disclose his education or prior employers . Under his leadership, Calumet completed its MLP-to-C‑Corp conversion (July 2024) and secured the first $782 million draw on a $1.44 billion DOE loan to expand SAF production, with further tranches planned through 2028 . Company performance highlights during his tenure include 2024 revenue of approximately $4.2 billion, a 23% stock price increase in 2024 (3‑year cumulative TSR ~67%), and an Adjusted EBITDA path of $390.0 million (2022), $260.5 million (2023), and $194.8 million (2024, below bonus threshold) .
Past Roles
No biography or prior roles beyond current position are disclosed in Calumet’s 2025 proxy statement .
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in the 2025 Proxy |
External Roles
No outside directorships or external roles for Mr. Borgmann are disclosed in the 2025 proxy statement .
| Organization | Position | Years | Notes |
|---|---|---|---|
| — | — | — | Not disclosed in the 2025 Proxy |
Fixed Compensation
- CEO base salary increased to $800,000 as of 12/31/2024 (from $735,000 as of 12/31/2023) . 2024 “All Other” compensation totaled $57,978 (401k match $17,250; HSA $1,000; deferred comp match $39,188; life insurance $540) .
- 2024 total compensation: $1,429,541 (Salary $783,750; Bonus $587,813; All other $57,978) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 568,593 | 735,000 | 783,750 |
| Bonus ($) | 1,279,334 | — | 587,813 |
| Stock Awards ($) | 2,195,828 | 1,750,000 | — |
| Non-Equity Incentive Comp ($) | — | — | — |
| All Other Comp ($) | 21,434 | 17,040 | 57,978 |
| Total ($) | 4,065,189 | 2,502,040 | 1,429,541 |
| Base Salary (as of Dec 31) ($) | — | 735,000 | 800,000 |
Performance Compensation
- 2024 Annual Cash Incentive (STIP): Opportunity set at 75%/150%/225% of salary; CEO dollar equivalents were $600k/$1.2m/$1.8m on 2024 base. Funding tied primarily to company Adjusted EBITDA (threshold/target/stretch: $230.0m/$345.0m/$460.0m), with actual 2024 result of $194.8m below threshold; committee exercised discretion to pay a $587,813 cash bonus to the CEO given strategic achievements (C‑Corp conversion, DOE loan, safety, operational improvements) .
- 2024 Long-Term Incentive (LTI): CEO opportunity raised to 100%/200%/300% of salary; no 2024 performance-earned equity was approved due to EBITDA below threshold. The Board later approved 2025 LTIP awards at target for all eligible employees (including executives), to be reported as 2025 compensation .
| 2024 STIP Mechanics | Minimum | Target | Stretch | Actual |
|---|---|---|---|---|
| Payout as % of Salary (CEO) | 75% | 150% | 225% | Discretionary |
| Dollar Opportunity (CEO) | $600,000 | $1,200,000 | $1,800,000 | $587,813 paid |
| Adjusted EBITDA Gate ($mm) | $230.0 | $345.0 | $460.0 | $194.8 |
- 2025 Plan Design (first year as C‑Corp): Annual incentive weighted 60% Adjusted EBITDA and 40% operational objectives (with an FCF threshold gate and ±20% individual modifier). LTI mix: 50% PSUs and 50% time-vest RSUs. PSU metrics equally weighted: relative TSR (3‑year; S&P SmallCap 600 peers; cap at 100% if TSR negative), Net Deleveraging (1‑year, service-vest through 2027), Strategic Initiatives (1‑year, qualitative, service-vest through 2027); payout 0–150% on each metric .
| 2025 Incentives | Weighting | Metrics/Details | Payout Range |
|---|---|---|---|
| STIP | 60% | Adjusted EBITDA; with FCF threshold gate | 0–200% |
| STIP | 40% | Operational goals (safety, reliability, cost, strategic) | 0–100% |
| LTI PSUs | 50% of LTI | Relative TSR (3‑yr; S&P SmallCap 600) | 0–150% (capped at 100% if TSR<0) |
| LTI PSUs | 50% of LTI | Net Deleveraging (1‑yr; service vest to 12/31/27) | 0–150% |
| LTI PSUs | 50% of LTI | Strategic Initiatives (1‑yr; qualitative; service vest to 12/31/27) | 0–150% |
| LTI RSUs | 50% of LTI | 3‑year cliff vest (time-based) | n/a |
Equity Ownership & Alignment
- Beneficial ownership (as of April 14, 2025): 235,566 common shares; 94,271 vested RSUs; 438,501 unvested RSUs; total 768,338 . Shares outstanding were 86,621,470, implying ~0.27% common-share ownership for Mr. Borgmann (235,566/86,621,470), rounded; the proxy reports “<1%” for each named individual .
- Outstanding unvested RSUs and vesting schedule as of 12/31/2024: 271,522 RSUs valued at $5,978,914 (price $22.02). Scheduled vestings: 114,120 (Feb 22, 2025), 49,974 (Feb 21, 2026), 107,428 (Aug 1, 2026), indicating potential settlement windows that can create trading/settlement-related supply overhangs when windows open .
| Ownership (4/14/2025) | Amount |
|---|---|
| Common Shares Beneficially Owned | 235,566 |
| Vested RSUs | 94,271 |
| Unvested RSUs | 438,501 |
| Total (Shares + RSUs) | 768,338 |
| Shares Outstanding (Company) | 86,621,470 |
| Unvested RSUs and Vesting (as of 12/31/2024) | Units | $ Value |
|---|---|---|
| Total Unvested RSUs | 271,522 | $5,978,914 |
| Vest 2/22/2025 | 114,120 | — |
| Vest 2/21/2026 | 49,974 | — |
| Vest 8/1/2026 | 107,428 | — |
- Policies and alignment:
- No executive stock ownership guidelines (Board relies on LTIP for ownership); Insider Trading Policy prohibits shorting, hedging, and pledging of company securities, and requires pre-approval and trading window compliance; policy filed with 2024 10‑K .
- Deferred Compensation Plan available (equity-settled RSU credits). For 2024, Mr. Borgmann recorded aggregate earnings of $403,708 and withdrawals/distributions of $(2,142,084); no year‑end balance is shown for him .
Employment Terms
- Employment contracts: As of 12/31/2024 there were no active employment agreements with executive officers; new hires/promotions receive offer letters without severance or change‑in‑control benefits embedded .
- Change-in-Control Protection Plan (effective 3/13/2023): CEO is eligible for 1.5x (salary + target bonus); continued medical/dental/vision for 12 months; up to $10,000 outplacement; accelerated vesting of all unvested time and performance awards (performance awards at greater of target or actual through termination date) on qualifying termination within 3 months before/12 months after a change in control, subject to release .
- Quantified CIC benefits (assuming 12/31/2024 event):
- Cash severance $3,000,000; accelerated RSUs $5,978,914; post-employment healthcare $28,370; outplacement $10,000; disability benefits (if applicable) $108,000. Total $9,017,284 under qualifying termination in connection with change of control .
| Potential Payments (12/31/2024 assumptions) | Death/Normal Retirement | Disability | Qualifying Termination in Connection with CoC |
|---|---|---|---|
| Cash Severance | — | — | $3,000,000 |
| Accelerated LTIP RSUs | $5,978,914 | $5,978,914 | $5,978,914 |
| Deferred Comp | — | — | — |
| Post-Employment Health Care | — | — | $28,370 |
| Outplacement | — | — | $10,000 |
| Exec LTD Coverage | — | $108,000 | — |
| Total | $5,978,914 | $6,086,914 | $9,017,284 |
- Clawback: Company maintains a clawback policy compliant with Nasdaq Listing Standard 5608 (Rule 10D‑1) to recover excess incentive-based compensation following accounting restatements for awards received on/after Oct 2, 2023 and within the prior three fiscal years .
Compensation Structure Analysis
- Cash vs equity mix: CEO’s LTI opportunity was increased in 2024 to bring target total compensation closer to market and weight potential equity components more heavily; however, no 2024 performance-based equity awards were approved due to EBITDA below threshold .
- Shift to PSUs: 2025 LTI introduced PSUs (50% of LTI) with multi-factor performance (TSR, deleveraging, strategic initiatives), improving line-of-sight with shareholder outcomes and balance sheet priorities .
- Discretion use: Despite missing the 2024 EBITDA threshold, the Board/Committee exercised discretion to pay bonuses and subsequently approved 2025 LTIP awards at target for all eligible employees (including executives), which is supportive of retention but weakens formulaic pay-for-performance linkage for 2024 outcomes .
- Peer group and consultant: A formal 21‑company peer set was established in late 2024 with advisor Pearl Meyer to benchmark 2025 pay levels and design .
Performance & Track Record
- Strategic execution: Completed C‑Corp conversion (July 2024); DOE loan first draw ($782m) funded Feb 18, 2025 to expand MaxSAF capacity (to ~300mm gal SAF and 330mm gal combined SAF+RD), with additional drawdowns through construction to 2028 .
- Financial/operational highlights: 2024 revenue ~$4.2B, record specialties sales volume, cost reductions of >$1 per barrel; stock up ~23% in 2024 (3‑year TSR ~67%) . Adjusted EBITDA trended 2022–2024 as $390.0m → $260.5m → $194.8m, reflecting margin compression in 2024 .
- Forward priorities: Management communications emphasized deleveraging (including partial redemption of 2026 notes) and scaling SAF; Q1 2025 remarks highlighted $340m liquidity, note calls, and “MaxSAF-150” as a faster, cheaper path to higher SAF volumes, aligning with anticipated market/regulatory clarity .
| Selected Performance Indicators | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EBITDA ($mm) | 390.0 | 260.5 | 194.8 |
| Net Income (Loss) ($mm) | (173.3) | 48.1 | (222.0) |
| TSR – $100 initial (year-end value) | 127.88 | 135.38 | 166.82 |
| Revenue ($bn) | — | — | ~4.2 |
Governance, Ownership Policies, and Say-on-Pay
- Board role: Mr. Borgmann is a Class II director; no committee assignments disclosed for him .
- Ownership/insider policy: No executive stock ownership requirements; strict prohibition on shorting, hedging, and pledging; trading windows and pre-clearance apply .
- Say-on-Pay: 2025 advisory vote recommended “FOR”; Board recommends annual frequency (ONE YEAR) .
Risk Indicators & Red Flags
- Positive: No pledging/hedging allowed; CIC plan uses double-trigger for severance; clawback compliant with Nasdaq 5608 (Rule 10D‑1) .
- Watch items:
- Discretionary 2024 bonuses despite sub-threshold EBITDA, and awarding 2025 LTIP at target despite 2024 miss — weakens formulaic pay-for-performance (monitor future alignment) .
- No executive stock ownership guidelines — potential alignment gap (though sizable unvested RSU holdings offer retention) .
- Large vesting tranches in 2025–2026 (114k/50k/107k RSUs) could contribute to episodic selling pressure upon settlement windows .
Compensation Peer Group (Benchmarking)
- Process and advisor: Pearl Meyer engaged in 2H 2024 to establish a 21‑company peer group considering market cap, revenue, operations, and industry adjacency for 2025 benchmarking .
- Peer companies (examples include): Ashland, Avient, Cabot, CVR Energy, Delek US, Darling Ingredients, Green Plains, H.B. Fuller, Huntsman, Ingevity, Innospec, Koppers, Kronos Worldwide, Minerals Technologies, NewMarket, Olin, Par Pacific, Quaker Chemical, Stepan, Chemours, Tronox .
Investment Implications
- Alignment and retention: Significant unvested RSUs and newly retooled 2025 PSU design (TSR, deleveraging, strategic initiatives) enhance alignment and retention; absence of ownership guidelines is a governance gap partially mitigated by policy prohibitions on hedging/pledging and material unvested equity .
- Pay-for-performance calibration: 2024 discretionary bonuses and 2025 LTIP target awards despite a below-threshold EBITDA year warrant monitoring; future outcomes under the 2025 design should show clearer linkage to balanced financial/strategic metrics (including deleveraging) .
- Trading/overhang: Material vesting events in 2025–2026 (114k/50k/107k RSUs) may create episodic supply when windows open; policy constraints reduce risk of hedging/pledging-driven pressure .
- Execution vector: Strategic milestones (C‑Corp conversion, DOE funding, SAF scale-up) suggest focus on deleveraging and cash generation; EBITDA recovery, SAF execution, and balance sheet progress (including note redemptions) are key near-term levers under Borgmann’s leadership .