David Wilson
COLUMBUS MCKINNONAbout David Wilson
David J. Wilson, 56, has served as President & Chief Executive Officer and as a director of Columbus McKinnon since June 1, 2020. He previously led Flowserve’s Pumps Division and SPX FLOW/ SPX global businesses, and holds a B.S. in electrical engineering (UMass) with graduate business studies at Babson, Tsinghua University, and IMD Lausanne. Compensation alignment is explicitly tied to Adjusted EBIT, Free Cash Flow, and multi‑year sales growth and EBITDA margin improvement; cumulative TSR trended directionally with “compensation actually paid” over FY2021–FY2024 per Pay‑vs‑Performance disclosures.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Flowserve Corporation | President, Pumps Division; previously President, Industrial Products Division | 2017–2020 | Led major product divisions at a global flow technology company, overseeing operations and commercial execution. |
| SPX FLOW / SPX Corporation | President, Industrial segment; President, Asia Pacific; VP Business Development and various global operating leadership roles | 1998–2017 | Ran multiple global businesses, six years leading Asia Pacific; executed corporate development initiatives. |
| Polaroid Corporation | Operating and engineering leadership | Prior to 1998 | Early operating/engineering leadership foundation. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Modine Manufacturing Company (NYSE: MOD) | Director | Since 2022 | Public company directorship. |
| National Association of Manufacturers | Director | n/a | Industry advocacy. |
| Manufacturers Alliance | Board of Trustees | n/a | Industry leadership network. |
| Hydraulic Institute | Prior Board of Directors | n/a | Prior service. |
| Maine College of Art (MECA) | Prior Board of Trustees | n/a | Prior service. |
Fixed Compensation
| Metric ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 835,393 | 888,462 | 919,157 |
| Non‑Equity Incentive Plan Compensation (cash bonus) | 882,640 | 819,675 | 405,381 |
| Stock Awards (RSUs/PSUs grant‑date FV) | 1,824,379 | 2,370,823 | 2,984,956 |
| Option Awards (grant‑date FV) | 991,668 | 1,125,005 | 925,003 |
| All Other Compensation | 236,912 | 589,794 | 81,490 |
| Total Compensation | 4,973,892 | 5,799,250 | 5,325,938 |
| FY2025 Target Pay Opportunity | Amount ($) |
|---|---|
| Base Salary | 925,000 |
| Annual Incentive Target (100% of salary) | 925,000 |
| Long‑Term Incentive Target (400% of salary) | 3,700,000 |
| Total Target Pay | 5,550,000 |
Performance Compensation
Annual Incentive Plan (AIP) – FY2025 Design and Results
- Weighting: Adjusted EBIT 37.5%; Free Cash Flow 37.5%; Strategic Goals 25%.
- FY2025 Targets and Outcomes:
| AIP Driver ($ in millions) | Threshold | Target | Maximum | Result | Performance vs Target |
|---|---|---|---|---|---|
| Adjusted EBIT | 101.8 | 127.3 | 146.4 | 101.9 | 50% |
| Free Cash Flow | 48.0 | 56.5 | 65.0 | 24.2 | 0% |
| Strategic Goals | — | — | — | — | 98% avg NEO payout factor |
| CEO FY2025 AIP Target (% salary) | Overall Rating (% of target) | Actual Payout (% of salary) |
|---|---|---|
| 100% | 44% | 44% |
- Plan mechanics: payouts 0–200% per driver; threshold=50% of target; Board retains downward discretion.
FY2025 Equity Grants (Long‑Term Incentive Mix: 50% PSUs, 25% RSUs, 25% Options)
| Award | Grant Date | Quantity/Terms | Grant‑Date Fair Value ($) |
|---|---|---|---|
| Performance Stock Units (PSUs) | 7/22/2024 | Target 53,209 (range 26,604–106,418) | 2,005,447 |
| RSUs (time‑based) | 5/20/2024 | 21,396 | 979,509 |
| Stock Options | 5/20/2024 | 53,999 @ $45.34, 10‑yr term | 925,003 |
- PSU vesting framework (FY2025–FY2027 performance period; vest on 3rd anniversary):
- Metrics: Sales Growth (50% weight) and Adjusted EBITDA margin improvement (50% weight); measured 25% each in FY2025, FY2026, FY2027, and 25% cumulative; payout 0–200%.
| Metric | Threshold | Target | Maximum | Payout at Level |
|---|---|---|---|---|
| Sales Growth | 1% | 5% | 9% | 50% / 100% / 200% |
| EBITDA Margin Improvement | 0 bps | 50 bps | 80 bps | 50% / 100% / 200% |
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RSU vesting: 33% annually over years 1–3; dividends reinvested and paid in shares at vest.
-
Options vesting: 33% annually over years 1–3; 10‑year term; early vest on death/disability/retirement/CIC per award terms.
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Recent PSU vesting outcome (FY2023 PSU grant): ROIC target for FY2025 certified at 5.8%, vesting at 63.3% of target (vested in FY2026).
Equity Ownership & Alignment
Beneficial Ownership (as of May 27, 2025)
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| David J. Wilson | 228,856 | <1% | Includes 114,113 owned directly; 83,443 unvested RSUs; 31,300 in Wilson Family Children’s Trust. |
- Officer ownership guidelines: CEO 5x base salary; 50% post‑tax retention on vested shares until met; NEOs subject to retention requirement.
- Director ownership: “All Directors were in compliance with these guidelines as of March 31, 2025.”
- Hedging/pledging: Company prohibits hedging, pledging, short sales, or derivative transactions in company stock.
Selected Outstanding Equity Awards (3/31/2025)
| Award Type | Quantity | Key Terms |
|---|---|---|
| Options (exercisable tranches) | 62,112 @ $30.29 (exp. 5/18/2030); 44,217 @ $54.26 (5/17/2031); 62,606 @ $33.12 (5/16/2032); 28,958 @ $36.16 (5/22/2033) | Standard vesting applied; see vesting schedule above. |
| Options (unexercisable) | 31,302 @ $33.12 (5/16/2032); 57,915 @ $36.16 (5/22/2033); 53,999 @ $45.34 (5/20/2034) | 33% annual vesting. |
| RSUs (unvested) | 9,205; 21,604; 21,396 | Unvested counts by grant; total fair value determined at $16.93/share as of 3/31/2025. |
| PSUs (unearned) | 27,617; 32,406; 53,209 | PSU tranches outstanding tied to FY2025–FY2027 metrics. |
- Shares vested in FY2025: 32,661 for Wilson; value realized $1,465,159.
Employment Terms
Employment Agreement and Severance
- Mr. Wilson has an employment agreement (other NEOs rely on Executive Severance Plan).
- Executive Severance Plan (for NEOs): 1x base salary cash; equity treated as “retirement” under plan; one year health benefits at active rates; up to $15,000 outplacement (release required).
- Change‑in‑Control (CIC) agreements (double trigger; 6 months pre‑/24 months post‑CIC): up to 3x (salary + greater of current/ pre‑CIC AIP target); lump‑sum COBRA value for 36 months; lump‑sum pension equivalence for 3 years; full vesting of options/RSUs/PSUs unless award says otherwise.
Illustrative FY2025 Termination Estimates (as of 3/31/2025; $16.93/share)
| Scenario | Amount ($) |
|---|---|
| Voluntary Termination | 376,431 |
| Retirement | 1,789,147 |
| Involuntary Termination (without cause) | 4,497,620 |
| Termination in Connection with CIC | 6,074,273 |
| Death | 2,289,147 |
Governance Protections
- Clawback policy broader than SEC requirements (restatement and misconduct triggers; covers cash/equity incentives).
- No excise tax gross‑ups; no repricing of underwater options without shareholder approval.
Board Governance (Director Service; Independence; Committees)
- Director since June 1, 2020; not classified as independent (inside CEO‑director).
- Board leadership structure: Independent Chair (Gerald G. Colella) and Lead Director (Kathryn V. Bohl).
- Committee roles: Human Capital, Compensation & Succession Committee (independent members: Jeanne Beliveau‑Dunn, Chair; Aziz S. Aghili; Kathryn V. Bohl; Gerald G. Colella) — Wilson is not a member; FY2025 meetings: 4.
- Board/Committee risk oversight framework disclosed; compensation risk oversight sits with HCCS Committee.
Performance & Track Record
Strategic Execution
- Announced definitive agreement to acquire Kito Crosby for ~$2.7B, targeting ~$70M annual net cost synergies by year three; pro forma revenue ~$2.1B and Adjusted EBITDA ~$486M (23% margin), with deleveraging plan from ~4.8x to ~3.0x net leverage within two years post‑close; includes $0.8B perpetual convertible preferred equity from CD&R (7% coupon; conversion price $37.68; ~40% as‑converted ownership).
Pay vs Performance Reference
| Year | CMCO Cumulative TSR (Value of $100) | Peer Group TSR (Value of $100) | Net Income ($000s) | Adjusted EBIT ($000s) |
|---|---|---|---|---|
| 2021 | 212.53 | 159.26 | 9,106 | 48,854 |
| 2022 | 171.66 | 147.62 | 29,660 | 95,589 |
| 2023 | 151.72 | 155.40 | 48,429 | 105,869 |
| 2024 | 183.61 | 219.31 | 46,625 | 119,238 |
- Company states CEO/NEO “compensation actually paid” tracked directionally with cumulative TSR over FY2021–FY2024 and FY2021–FY2025 disclosure periods.
Compensation Committee Analysis and Shareholder Feedback
- Peer groups used for benchmarking: FY2024 (21 companies) and FY2025 (20 companies) lists disclosed and updated with Meridian’s input.
- Say‑on‑Pay support: ~78% support at 2023 AGM; “over 88%” support at 2024 AGM (Committee interpreted as shareholder alignment with pay program).
Risk Indicators & Red Flags (observed disclosures)
- Hedging/pledging prohibited (alignment positive).
- No tax gross‑ups; no option repricing without shareholder approval (shareholder‑friendly).
- FY2025 Section 16 compliance note indicated certain late Form 4s tied to May 2024 grants/vesting events across multiple insiders (administrative).
Investment Implications
- Pay‑for‑performance appears operative: FY2025 AIP paid 44% of target for CEO as Free Cash Flow underperformed, indicating downside sensitivity in cash bonuses. Equity mix emphasizes PSUs tied to multi‑year sales growth and EBITDA margin expansion, reinforcing long‑term alignment.
- Vesting cadence: RSUs/options vest 33% annually and PSUs cliff‑vest in FY2027, creating recurring vesting events that can lead to sell‑to‑cover flows but also support retention; FY2025 share vesting was 32,661 for Wilson.
- Ownership/Alignment: CEO beneficial ownership (<1%) with unvested RSUs and family trust holdings; strict ownership guidelines and hedging/pledging prohibitions reduce misalignment risks.
- Retention/Protection: CIC double‑trigger up to 3x salary+bonus and full equity vesting provide robust protection; FY2025 illustrative CIC termination value ~$6.1M for CEO (plan and award‑specific terms apply).
- Strategic execution risk: Kito Crosby combination is transformational with synergy and deleveraging targets; financing (debt + convertible preferred) and pro‑forma leverage introduce integration and capital structure execution risk alongside potential EPS accretion.