Mark Paradowski

About Mark Paradowski

Mark Paradowski is Senior Vice President, Information Services and Chief Digital Officer at Columbus McKinnon (CMCO). He is 55 years old, joined the company in 1997, was named Vice President, Information Services in August 2013, and was promoted to SVP, Information Services and Chief Digital Officer in July 2022. Prior to CMCO, he held roles at Oracle Corporation and Electronic Data Systems (EDS) . Company incentive design emphasizes operational performance and cash generation (Adjusted EBIT and Free Cash Flow in the AIP) and multi‑year value creation (PSUs tied to sales growth and EBITDA margin improvement), combined with strict ownership/anti‑pledging policies—key alignment levers for senior executives like Paradowski .

Past Roles

External Roles

Fixed Compensation

• CMCO’s 2025 Compensation Discussion & Analysis provides detailed pay data for Named Executive Officers (NEOs); Paradowski is not listed as an NEO, so his base salary, target bonus, and actual bonus amounts are not individually disclosed in the proxy .
• Relevant company-wide design features and governance that apply to executives:
  • Stock ownership guidelines for “Other NEOs and Officers”: 3x base salary with a 50% after‑tax retention requirement until met .
  • No permitted hedging or pledging of company stock; no tax gross‑ups on welfare benefits; no repricing of underwater options without shareholder approval; clawback policy broader than SEC requirements .

Stock Ownership Guidelines (Executives)

Performance Compensation

Annual Incentive Plan (AIP) – Fiscal 2025 Design (Context for Executives)

Result context (for NEO plan calibration): In fiscal 2025, Adjusted EBIT achieved 50% of target; FCF missed threshold (0%); average Strategic Goals payout 98%—overall AIP ratings for NEOs ranged 28%–50% of target. This offers a benchmark of performance rigor; individual executive plan metrics and weights follow the same framework, but non‑NEO individual payouts are not disclosed .

Long-Term Incentives – PSU Framework (Company Design)

Time-based RSUs and Stock Options – Vesting Schedules

• RSUs granted May 20, 2024 vest 33% annually beginning May 20, 2025 (applies to that grant cohort) .
• Non‑qualified stock options granted May 20, 2024 vest 33% annually beginning May 20, 2025; exercise price set at grant-date average of high/low price (company practice) .

Paradowski-specific transaction indicators:

• Form 4 late filings noted for: RSUs and non‑qualified stock options granted on May 20, 2024; RSU vesting on May 22, 2024; and small share acquisitions (4 shares on May 9, 2024; 5 shares on Aug 19, 2024) via broker automatic dividend reinvestment plan .

Equity Ownership & Alignment

• Ownership policy: Officers must maintain 3x salary in stock, with a 50% after‑tax retention requirement until met; unexercised options and unearned PSUs do not count toward guideline .
• Hedging/pledging: Prohibited—no permitted hedging, pledging, short sales, or derivative transactions in company stock .
• Clawback: Policy broader than SEC requirements .

Insider activity (Section 16 context):

Employment Terms

• Change-in-control (CIC) agreements: In place for NEOs and other officers (which includes executive officers beyond NEOs). If terminated without cause or resign for good reason within six months before or 24 months after a CIC, executives are eligible for up to 3x salary plus the greater of current or pre‑CIC target AIP bonus, 36 months of COBRA premium cash value, pension accrual equivalent for 3 additional years, and full vesting of options/RSUs/PSUs unless award terms provide otherwise; double‑trigger equity acceleration framework applies .
• Executive Severance Plan: Applies to NEOs (not expressly extended to all officers). Provides 1x base salary cash severance, “Retirement” treatment for LTI per plan, one year health and welfare benefits at active employee rates, and up to $15,000 in outplacement, contingent on release .

Compensation Structure Analysis

• Increased pay-at-risk orientation at the company: AIP targets concentrated on Adjusted EBIT and Free Cash Flow; PSUs constitute half of NEO LTI and are tied to multi‑year sales growth and EBITDA margin expansion, indicating greater emphasis on sustained financial performance and cash generation .
• Governance guardrails: No hedging/pledging; broader-than-SEC clawback; no tax gross‑ups; no option repricing without shareholder approval—reduces shareholder-unfriendly risk and misalignment .
• Stock ownership: 3x salary guideline with 50% retention supports continued alignment and dampens short-term selling incentives .

Risk Indicators & Red Flags

• Administrative control note: Certain Form 4s for Paradowski were filed late (DRIP acquisitions; 5/20/2024 grants; 5/22/2024 RSU vesting), which the company disclosed; while modest in scale, timeliness is a monitoring point for Section 16 compliance .
• Hedging/pledging ban mitigates alignment risks related to collateralized or derivative positions .
• CIC economics feature double-trigger vesting and up to 3x severance for officers—material retention device but can introduce transaction-related payout optics; common in peer practice .

Employment & Contractual Covenants

• CIC agreements automatically renew annually unless terminated; “good reason” includes material diminution in duties, material pay cut, required relocation, and specified payment failures, among others .
• No indication of individual non-compete/non-solicit specifics for Paradowski in the proxy; company uses such covenants in individual agreements (example provided for another executive in separate 8‑K) .

Investment Implications

• Alignment: Multi‑year vesting (and 50% after‑tax retention) plus prohibited pledging/hedging and a robust clawback underpin strong alignment of a long‑tenured digital leader with shareholders; AIP/PSU metrics (Adjusted EBIT, FCF, sales growth, EBITDA margin) are directly tied to value drivers .
• Retention: CIC protection (double‑trigger, up to 3x multiple) for officers and ongoing LTI cycles (with known vesting cadence from the 5/20/2024 grant cohort) lower near‑term flight risk; watch for scheduled RSU/option vest dates that could create modest selling pressure windows .
• Execution risk: As CDO with decades at CMCO, Paradowski’s impact is tied to digital transformation supporting operational excellence and customer experience—areas embedded in Strategic Goals under the AIP; fiscal 2025 outcomes show rigor (EBIT at threshold, FCF below threshold) implying payout sensitivity to performance execution .
• Governance quality: No hedging/pledging, no repricing, no tax gross‑ups, broader clawback, and clear ownership requirements reduce governance red flags related to incentives and trading behavior .

Citations: