Benjamin Nichols
COMPASS MINERALS INTERNATIONALAbout Benjamin Nichols
Benjamin Nichols is Compass Minerals’ Chief Commercial Officer (appointed March 25, 2025) after serving as Chief Sales Officer since January 16, 2024; he has been with the company since November 22, 2004 in roles of increasing responsibility . His current compensation targets include a $435,000 base salary, 75% target cash bonus under MAIP, and $625,000 target annual equity awards, with incentives tied to Adjusted EBITDA, cash generation, safety (TRIR), and shared objectives; in FY 2024, company performance produced Adjusted EBITDA of $206.3 million (over target), negative Adjusted Free Cash Flow, TRIR of 1.28, and strong shared objectives scores, driving a 97.4% payout of his prorated target bonus . CMP prohibits hedging and pledging, uses double‑trigger CIC severance, and maintains a clawback policy, supporting alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Compass Minerals (CMP) | Chief Commercial Officer | 2025–present | Combined CSO and CSCO functions into CCO; elevated incentive targets and equity to drive enterprise commercial execution . |
| Compass Minerals (CMP) | Chief Sales Officer | 2024–2025 | Leadership promotion in January 2024; aligned MAIP and LTIP to enterprise-wide objectives . |
| Compass Minerals (CMP) | Various commercial roles | 2004–2024 | Long-tenured sales leadership; “roles of increasing responsibilities” since Nov. 22, 2004 . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $345,000 (derived: MAIP target $207,000 ÷ 60%) | $435,000 |
| Target Bonus % (MAIP) | 60% | 75% |
| Target Bonus ($) | $207,000 (full‑year target; actual prorated target used was $146,887) | Not disclosed [—] |
| Bonus Paid ($) | $143,075 | Not disclosed [—] |
| Target Equity Grant Value ($) | RSUs granted (fair value $70,002; 2,567 units) | $625,000 LTIP target |
Performance Compensation
MAIP (Annual Cash Incentive) – FY 2024
| Performance metric | Weighting | Target | Actual | Payout factor | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 30% | $196.3m (WIBA‑adjusted) | $206.3m | 125.50% | Annual cash; capped at 200% . |
| Adjusted Free Cash Flow | 35% | $49.7m (WIBA‑adjusted) | ($122.6)m | 0.00% | Annual cash; capped at 200% . |
| TRIR (Safety) | 15% | 1.37 | 1.28 | 139.40% | Annual cash . |
| Shared Performance Objectives | 20% | 30 points | 35.65 points | 194.23% | Annual cash . |
Notes: WIBA methodology recalibrates financial targets for winter variance to isolate management contribution; FY 2024 adjustments reduced EBITDA and FCF targets by $48.5m each .
LTIP Structure and Metrics
| Equity type | Mix | Vesting | Payout range | Key metrics |
|---|---|---|---|---|
| RSUs (FY 2024 awards) | 50% of LTIP (non‑CEO) | 1/3 per year over 3 years; dividend equivalents accrue | N/A (time‑vested) | Stock price at vest . |
| PSUs (FY 2024 awards) | 50% of LTIP (non‑CEO) | Cliff vest at 3 years | 0–240% (FY 2024 grants); 0–275% for grants prior to 2024 | FCF 35%, Cash Unit Cost (Salt) 20%, Cash Unit Cost Reduction (Plant Nutrition) 20%, TRIR 15%, ESG 10%; Lithium capex weight reallocated due to suspension . |
| PSUs (FY 2025 awards) | 50% of LTIP (non‑CEO) | Cliff vest at 3 years | Not separately capped beyond plan rules | Free Cash Flow 50%, ROCE 50%; ±20% rTSR modifier vs LTIP peer group (below 25th percentile −20%; above 75th +20%) . |
FY 2024 Grants – Nichols
| Grant type | Grant date | Target units | Grant date fair value ($) |
|---|---|---|---|
| RSUs | 10/15/2023 | 2,567 | $70,002 |
Equity Ownership & Alignment
- Stock ownership guidelines: Other executive officers must hold 2× base salary within 5 years; directors 5× retainer; CEO 5× salary .
- Compliance status: As of Dec. 2024, all directors and executive officers had met requirements or were within their compliance window .
- Anti‑hedging and anti‑pledging: Directors and executive officers are prohibited from hedging or pledging CMP securities or using margin accounts .
- Clawback: NYSE/SEC‑compliant recoupment of erroneously awarded incentive compensation for three years preceding any required restatement .
Employment Terms
| Provision | Executive Severance Plan (non‑CIC) | Change‑in‑Control (CIC) |
|---|---|---|
| Eligibility | Involuntary termination without Cause or resignation for Good Reason; release required; “best net” 280G cutback; no gross‑ups . | Double‑trigger: termination within 24 months post‑CIC or qualifying pre‑CIC termination tied to CIC; release required; “best net” 280G; no gross‑ups . |
| Cash severance | 1× base salary + greater of 3‑yr average MAIP or target MAIP; plus 18 months health/dental/vision premiums . | For Nichols (CSO/CCO tier): 1× base salary + Bonus Amount (prorated + 1×); plus 18 months health/dental/vision premiums . |
| Equity on termination | Committee may accelerate RSUs or pay cash equivalent; PSUs and options governed by award terms (no acceleration under ESP) . | If awards not assumed or upon qualifying termination: accelerate vesting; PSUs earned based on actual performance to CIC/termination/measurement date; options exercisable up to 1 year . |
| Restrictive covenants | Non‑solicitation/confidentiality; generally 1‑year post‑termination . | Non‑compete and non‑solicit agreements required; 2‑year post‑termination for NEOs . |
Compensation Structure vs Performance Metrics
- MAIP weights emphasize cash generation (Adjusted Free Cash Flow 35%), operating performance (Adjusted EBITDA 30%), and safety/ESG via TRIR and shared objectives (35% combined), creating direct linkage of annual cash payouts to operational execution .
- LTIP shifted in FY 2024 from rTSR to operational metrics (FCF, unit costs, TRIR, ESG), then streamlined in FY 2025 to FCF and ROCE with an rTSR payout modifier, reinforcing value creation and capital efficiency while maintaining market alignment .
- FY 2024 outcomes highlight the pay‑for‑performance design: EBITDA over target drove positive factor achievement, safety exceeded target, but negative FCF zeroed that factor, yielding a sub‑target bonus despite strong shared objectives .
Vesting Schedules and Insider Selling Pressure
- RSUs vest in three equal annual tranches and pay dividend equivalents at vesting; vesting creates taxable events and potential forced net share sales for withholding but no hedging/pledging permitted, mitigating leverage‑based selling risk .
- PSUs vest on a 3‑year cliff with multi‑metric performance and capped payout, reducing near‑term selling pressure and encouraging sustained performance; CIC and certain terminations can accelerate RSU/PSU settlement, potentially increasing near‑term float .
Equity Ownership & Alignment Details
| Item | Status/Policy |
|---|---|
| Beneficial ownership (Nichols) | Not individually disclosed in proxy tables; executive group totals provided . |
| Shares pledged | Prohibited for all directors and executive officers . |
| Stock ownership guideline | 2× salary within 5 years (executives); Nichols compliance tracked under guideline . |
| Hedging | Prohibited . |
Employment Contracts, Severance, and CIC Economics
- Nichols’ current role as CCO carries $435,000 base, 75% MAIP target, and $625,000 LTIP target; employment is at‑will with eligibility under standard Executive Severance Plan and standard CIC Severance Agreement .
- CIC severance multiple for Nichols’ tier: 1× salary + Bonus Amount, plus 18 months benefits; non‑CIC severance: 1× salary + greater of 3‑yr average MAIP or target MAIP, plus RSU acceleration/cash equivalent at Committee’s election, and 18 months benefits .
Performance & Track Record
- FY 2024 performance inputs to compensation: Adjusted EBITDA $206.3m (>target), Adj. Free Cash Flow ($122.6)m (<threshold), TRIR 1.28 (<target), Shared Objectives 35.65 points (>target), producing a 97.4% payout of Nichols’ prorated MAIP target .
- FY 2025 LTIP design emphasizes FCF and ROCE with rTSR modifier, signaling focus on capital efficiency and shareholder returns going forward .
Compensation Committee and Governance
- Independent compensation consultant FW Cook; compensation targeted around market median; robust clawback; anti‑hedging/pledging; double‑trigger CIC; no excise tax gross‑ups; stock ownership guidelines in place and in compliance .
- Historical say‑on‑pay support was high (e.g., 95.35% in 2018), indicating investor alignment with program design at that time .
Investment Implications
- Alignment: Strong governance guardrails (anti‑hedging/pledging, clawback, double‑trigger CIC, no gross‑ups) and stock ownership guidelines support long‑term alignment and lower governance risk .
- Incentive design: Shift to FCF/ROCE‑centric PSUs with rTSR modifier enhances direct linkage to value creation and capital discipline; annual MAIP sensitivity to cash generation and safety indicates lower likelihood of windfall payouts in weak cash years .
- Retention risk: Elevated 2025 compensation package (base, bonus %, LTIP target) for Nichols as CCO suggests the Board prioritizes retaining commercial leadership; CIC and severance protections plus restricted covenants reduce transition risk, though RSU acceleration or cash settlement under severance can create short‑term share overhang .
- Trading signals: FY 2024 MAIP payout below target due to negative FCF underscores disciplined pay outcomes; watch PSU metrics and rTSR modifier over the FY 2025–FY 2027 performance window for potential upside/downside to realized pay tied to execution on FCF and ROCE .