James Hughes

About James Hughes

James D. “Jim” Hughes is Vice President, General Counsel and Corporate Secretary of Compass Minerals. He was interim General Counsel and Corporate Secretary effective June 26, 2025 and was named to the permanent role on November 6, 2025, after serving as Vice President, Assistant General Counsel since April 2020 . During FY2024, Compass Minerals generated $1.117 billion in revenue and $206.3 million in adjusted EBITDA (+4% YoY), embedding safety and ESG measures in incentive design; say‑on‑pay support was 93.8% in 2024 . The company prohibits hedging and pledging by executive officers and requires ownership at 2x base salary for executives within five years, aligning legal leadership with shareholder interests .

Past Roles

External Roles

Not disclosed in company filings or press materials. If available, share additional details to augment this section.

Fixed Compensation

• Executive compensation at Compass Minerals blends base salary, annual cash bonus (MAIP), and long‑term equity (RSUs/PSUs) to align with shareholder value creation .
• Anti‑hedging/anti‑pledging, robust clawback, and stock ownership guidelines (2x base for executives within five years) govern executive compensation and alignment .

Performance Compensation

Company incentive architecture (applies to executives across functions, including legal leadership) emphasizes safety, cash flow, and returns. FY2024 MAIP metrics and outcomes:

Key program features:

• FY2024 MAIP included safety (TRIR) and shared ESG/strategy objectives; payout cap at 200% .
• WIBA recalibration: targets adjusted by winter impact variance (−$48.5mm applied to EBITDA and FCF targets) to isolate controllables .
• Long‑term equity mix: typically 50% RSUs (time‑based, 3‑year ratable vest) and 50% PSUs (3‑year performance; range 0–275%), with FY2024 PSU metrics spanning Free Cash Flow, unit cash costs, TRIR and ESG .
• FY2025 PSU design sharpened to 50% Free Cash Flow and 50% ROCE, with ±20% rTSR modifier vs peer group, preserving strong pay‑for‑performance linkage .

Equity Ownership & Alignment

• Stock ownership guidelines: 5x base salary for CEO; 2x for other executive officers; compliance required within five years of appointment .
• Anti‑hedging and anti‑pledging: directors, executive officers, and employees are prohibited from hedging or pledging company stock or using margin accounts, reducing misalignment and leverage‑related risk .
• Company equity plan controls: no option repricing without shareholder approval; minimum one‑year vesting on awards with limited exceptions .

Employment Terms

• The company generally does not use employment agreements for executives other than the CEO; severance protections are provided via standard plans and agreements .
• Change‑in‑Control (CIC): double‑trigger cash severance; FY2024 CIC agreements later amended to accelerate equity vesting upon change‑in‑control, with rTSR and performance‑based determinations for PSUs .
• Executive Severance Plan (non‑CIC): lump‑sum cash equal to 1x base plus greater of 3‑year average MAIP or current‑year target, 18 months benefits; RSUs accelerated or cash in lieu, PSUs/options per award terms .
• Restrictive covenants: non‑compete and non‑solicit requirements; company clawback policy compliant with NYSE/SEC rules .

Investment Implications

• Governance and retention: appointment of Hughes as GC/Corporate Secretary stabilized legal leadership during transition and was formalized in Nov 2025; recognition as a 2025 In‑House Counsel awardee signals effective stewardship of legal risk .
• Compensation alignment: executive incentives center on cash flow (FCF/Ops CF), ROCE, safety, and ESG, with robust rTSR modifiers and clawbacks—reducing windfall risk and emphasizing durable value creation .
• Insider selling pressure: RSUs vest ratably over three years, but anti‑hedging/anti‑pledging policies and stock ownership guidelines mitigate misaligned selling or leverage risks .
• Shareholder signaling: 2024 say‑on‑pay at 93.8% indicates investor endorsement of pay design revisions toward FCF/ROCE and safety, a constructive backdrop for continued operational turnaround . Company performance in FY2024 (revenue $1.117B; adjusted EBITDA $206.3M, +4% YoY) reinforces incentives tied to cash generation and cost control .

Not disclosed: specific base salary, bonus targets, grant sizes, and personal share ownership for James Hughes. Company‑wide policies and 2024/2025 program mechanics are provided to assess alignment and retention.

References

• Appointment and role history: 8‑K (June 27, 2025) and company news (Nov 6, 2025) .
• FY2024 results and incentive outcomes: DEF 14A (Jan 23, 2025) .
• Incentive design changes FY2025: DEF 14A .
• Equity vesting and plan governance: DEF 14A .
• Policies: anti‑hedging/pledging; stock ownership guidelines; clawback; severance/CIC terms: DEF 14A .
• Say‑on‑pay support: DEF 14A .
• Recognition: company news (Nov 14, 2025) .