Edward Dowling Jr
COMPASS MINERALS INTERNATIONALAbout Edward Dowling Jr
Edward C. Dowling Jr, age 69, has served as President and CEO of Compass Minerals since January 18, 2024 and as a director since 2022; he sits on the Environmental, Health, Safety & Sustainability (EHS&S) Committee and previously chaired the Compensation Committee prior to his CEO appointment . He brings 30+ years of global mining leadership, including CEO roles at Alacer Gold and Meridian Gold, operational leadership at De Beers and Cleveland-Cliffs, and board leadership at Polyus and Copper Mountain Mining; he currently serves on Teck Resources Ltd.’s board . Company performance in FY2024: revenue $1.117 billion and adjusted EBITDA $206.3 million (+4% YoY); TSR for 2024 measured as $22.36 value from an initial $100 (below peer group), providing context for pay-for-performance calibration .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alacer Gold Corp. | President & CEO; Chairman | 2008–2012; 2013–2020 | Led growth strategies, M&A/divestitures; safety and sustainability focus |
| Meridian Gold Inc. | President & CEO | 2006–2007 | Operated complex international mining business |
| De Beers S.A. | Executive Director, Mining & Exploration | 2004–2006 | Advanced global operations, EH&S oversight |
| Cleveland-Cliffs, Inc. | EVP, Operations | 1998–2004 | Deep operations leadership in iron mining/steelmaking |
External Roles
| Organization | Role | Years |
|---|---|---|
| Teck Resources Ltd. | Director (current) | Not disclosed |
| Polyus OJSC | Chairman (prior) | Not disclosed |
| Copper Mountain Mining Corp. | Chairman (prior) | Not disclosed |
Fixed Compensation
| Component | FY2024 Detail |
|---|---|
| Base salary | $1,000,000 (per employment agreement) |
| Sign-on bonus | $350,000 (cash) |
| Perquisites/other | $366,779 total; includes $20,700 401(k) match, $17,156 insurance premiums, relocation expenses $188,330 and a tax gross-up of $135,593 |
Performance Compensation
| Element | Structure | FY2024 Target | FY2024 Actual/Payout | Vesting |
|---|---|---|---|---|
| MAIP (annual cash bonus) | Weighting: Adjusted EBITDA 30%, Adjusted Free Cash Flow 35%, TRIR 15%, Shared Objectives 20%; WIBA weather adjustment applied | CEO target % of salary: 130% | EBITDA achieved $206.3mm vs $196.3mm target (125.5% payout); Adjusted FCF ($122.6mm) → 0% payout; TRIR 1.28 vs target 1.37 (139.4% payout); Shared Objectives 35.65 points vs target 30 (194.23% payout). Overall MAIP paid $888,158 (97.4% of target) | N/A (cash) |
| RSUs | Time-based equity | Part of $3.5mm target LTI (40% RSUs for CEO) | 67,050 RSUs granted Jan 18, 2024 | Vests 33.33% on Jan 18, 2025, 2026, 2027 |
| PSUs (FY2024 grant) | 60% of CEO LTI; performance metrics: Free Cash Flow (35%), Cash Unit Cost – Salt (20%), Cash Unit Cost Reduction – Plant Nutrition (20%), TRIR (15%), ESG (10%); payout range 0–275% of target | Part of $3.5mm target LTI | 100,575 target PSUs granted Jan 18, 2024 | 3-year performance; vests on Jan 18, 2027 based on metric achievement |
| PSUs (FY2025 design) | Performance metrics changed to 50% Free Cash Flow, 50% ROCE; rTSR ±20% modifier vs LTIP peer group | N/A | N/A | 3-year performance (grants in Nov 2024) |
FY2024 MAIP Performance Targets and Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout scale |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm, WIBA-adjusted) | 30% | 147.2 | 196.3 | 235.6 | 206.3 | 0–200% (Actual 125.50%) |
| Adjusted Free Cash Flow ($mm, WIBA-adjusted) | 35% | 37.3 | 49.7 | 59.7 | (122.6) | 0–200% (Actual 0.00%) |
| TRIR | 15% | 1.83 | 1.37 | 1.14 | 1.28 | 0–200% (Actual 139.40%) |
| Shared Objectives (points) | 20% | 22.5 | 30.0 | 36.0 | 35.65 | 0–200% (Actual 194.23%) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 34,285 shares; less than 1% of outstanding |
| Included near-term vesting counts | RSUs expected to vest within 60 days: 22,350 for CEO counted in beneficial ownership table |
| Unvested equity outstanding | RSUs: 67,050 (market value ~$805,941 at $12.02 Sep 30, 2024); PSUs: 100,575 target (market value ~$1,208,912 at $12.02, target assumption) |
| Options | None disclosed for CEO |
| Hedging/pledging | Prohibited for all directors and officers (anti-hedging and anti-pledging policy) |
| Ownership guidelines | CEO: 5x base salary; compliance required within 5 years of appointment; directors/officers either met requirements or were within window as of Dec 2024 |
Employment Terms
| Provision | CEO Agreement Details |
|---|---|
| Effective date | January 18, 2024 |
| Base salary | $1,000,000 |
| Target bonus | At least 130% of base salary |
| Long-term incentives (2024) | 350% of salary total value; 60% PSUs / 40% RSUs |
| Severance (Change-in-Control, double-trigger) | Lump sum: prorated current-year bonus + 2.5x (highest base salary in prior 12 months + “Bonus Amount” per CIC definition) + 24 months medical/dental/vision premiums; equity treatment per CIC terms; no excise tax gross-up; “best-net” cutback if beneficial |
| Non-compete / non-solicit | Restrictive Covenants; non-compete and non-solicit for two years post-termination under CIC agreements |
| Clawback | Mandatory recovery of erroneously awarded incentive compensation per SEC/NYSE-compliant policy |
| Anti-repricing | No stock option repricing without stockholder approval |
Board Governance
- Dual role: CEO and director; not independent under NYSE standards; Board otherwise maintains independent leadership with a Non-Executive Chairman (Joseph E. Reece) and independent chairs across committees .
- Committee roles: Member, EHS&S Committee; previously served as Compensation Committee Chair prior to CEO appointment .
- Board attendance and independence safeguards: Each current director attended ≥75% of Board/committee meetings in FY2024; independent directors held executive sessions after each meeting; Chairman/CEO roles are separated .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 94.1% approval; investor feedback favored greater Board/management ownership, inclusion of cash flow, debt reduction, and cost control in annual metrics, and FCF/ROCE in LTI metrics; company responded by adding operating cash flow, CapEx, and production unit cost to MAIP for FY2025 and shifting PSU metrics to FCF and ROCE with rTSR modifier .
Compensation Peer Group (context for benchmarking)
- FY2025 peer group includes Alpha Metallurgical, Arch Resources, Balchem, Coeur Mining, Ecovyst, Hecla Mining, Innospec, Koppers, LSB Industries, Metallus, Minerals Technologies, Peabody Energy, Ramaco Resources, Sensient Technologies, SSR Mining, Tronox, Warrior Met Coal (U.S. Silica removed post-acquisition) .
Risk Indicators & Red Flags
- Tax gross-up provided on CEO relocation ($135,593) despite broader plan prohibition of tax gross-ups; a governance negative albeit limited in scope .
- Anti-hedging/anti-pledging and clawback policies in place mitigate alignment risk .
- CFO turnover (June 7, 2024) with severance under Executive Severance Plan; management transitions broadly disclosed .
- No related-party transactions requiring disclosure in FY2024 .
Performance & Track Record
- FY2024 company results: revenue $1.117 billion; adjusted EBITDA $206.3 million (+4% YoY); Plant Nutrition revenue $181.0 million (+5% YoY) .
- FY2024 MAIP outcomes reflect execution trade-offs: EBITDA and safety outperforming, but negative FCF drove lower cash bonus factor (overall ~97.4% of target for CEO) .
Director Compensation (dual-role implications)
- As CEO, Dowling does not receive director cash fees; in early FY2024 prior to appointment, he received $35,569 equity for director service (1,546 DSUs) under the non-employee director policy; Board compensation since 2023 is delivered entirely in equity, with independent committee leadership reducing independence concerns from CEO board service .
Investment Implications
- Alignment: High at-risk mix (59% of CEO total direct compensation) and PSU focus on FCF/ROCE should tie pay outcomes to cash generation and returns, important in a cyclical, weather-sensitive salt business; anti-hedging/pledging and ownership guidelines (5x salary) strengthen alignment .
- Retention risk: CIC severance at 2.5x base+bonus and multi-year PSU/RSU schedules (vesting through 2027) support retention; restrictive covenants (2-year non-compete/non-solicit) further mitigate transition risk .
- Trading signals: Known RSU vesting dates (Jan 18, 2025/2026/2027) can create episodic supply; MAIP sensitivity to FCF (0% factor in FY2024) highlights cash discipline as the gating factor for future payouts; FY2025 PSU shift to FCF/ROCE with rTSR modifier adds external relative performance pressure .
- Governance: Separation of Chairman/CEO and independent committee chairs mitigate dual-role independence issues; robust clawback and anti-hedging policies lower risk of misaligned incentives; note isolated relocation tax gross-up as a minor governance detractor .