Samantha Charleston
About Samantha Charleston
Samantha L. Charleston is Executive Vice President and Chief Human Resources Officer at Americold (COLD), having joined in January 2022; she has deep HR and supply chain experience including 20+ years at Kraft Foods (now Kraft Heinz), and leadership roles at Newell Brands; she holds a BA in Psychology from Clark Atlanta University and an MBA from Lake Forest Graduate School of Management . As of April 1, 2023, she was listed at age 52 in the executive officer table; current proxies reaffirm her EVP CHRO role and biography . Company performance metrics tied to executive incentives include Core EBITDA for annual bonuses (AIP) and relative TSR versus the MSCI U.S. REIT Index for PSUs/POPUs; Americold achieved adjusted Core EBITDA of 105.1% of target in 2022 (AIP payout at 175% of target) and 104.9% in 2023 (AIP payout at 124.5% of target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newell Brands (NASDAQ: NWL) | SVP, Human Resources, Talent & Culture | Dec 2020–Dec 2021 | Led talent and culture initiatives supporting business transformation |
| Newell Brands | VP, Human Resources | Aug 2015–Dec 2020 | Built organizational capability and accelerated performance |
| Kraft Foods / Kraft Heinz (NASDAQ: KHC) | Various roles (logistics, customer service, change management, HR) | 20+ years | Broad supply chain and HR leadership across logistics and change management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Second Nature Brands | Board of Directors | Current | External directorship disclosed in COLD proxy |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target AIP ($) | Actual AIP Paid ($) | Sign‑On/Other Bonus ($) |
|---|---|---|---|---|---|
| 2022 | 408,654 | 60% | 255,000 | 446,250 | 262,500 (sign‑on) |
| 2023 | 425,000 | 60% | 255,000 | 317,522 | — |
Notes:
- 2024 Summary Compensation Table in the 2025 proxy does not list Ms. Charleston among NEOs, suggesting she was not a named executive for disclosure in 2024 .
Performance Compensation
Annual Incentive Plan (AIP) Design and Outcomes
| Year | Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout vs Target |
|---|---|---|---|---|---|---|---|
| 2022 | Core EBITDA | 70% | 95% of Target | 100% | 104% of Target | Adjusted Core EBITDA 105.1% (509.5M vs 484.9M Target) | 175% |
| 2022 | Individual Objectives | 30% | Binary | N/A | N/A | CEO/Committee determined | Included in total payout |
| 2023 | Core EBITDA | 75% (25% individual objectives component) | 85% of Target | 100% ($547.2M) | 115% of Target | Adjusted Core EBITDA $574.2M (104.9% of Target) | 124.5% |
| 2023 | Individual Objectives | 25% | Binary | N/A | N/A | Multiplied by company overachievement | Included in total payout |
Ms. Charleston’s AIP payouts: $446,250 in 2022 and $317,522 in 2023 .
Long‑Term Incentive Plan (LTIP) Structure and Grants
- Design shift: 2022 awards weighted ~75% performance-based (PRSUs/POPUs) and 25% time-based; in 2023, adjusted to 60% performance-based and 40% time-based to align with market norms .
- Performance metric: Relative TSR vs MSCI U.S. REIT Index; payout scale 0% below 25th percentile, 50% at 25th, 100% at 50th, 200% at 75th; negative TSR caps payout at target .
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value ($) | Performance Period | Vesting |
|---|---|---|---|---|---|
| Jan 3, 2022 | Time-based RSU/OPU | 15,352 | 500,015 | N/A | 2-year ratable; final vest Jan 3, 2024 |
| Mar 8, 2022 | Time-based RSU/OPU | 3,979 | 107,513 | N/A | 3-year ratable; through Mar 8, 2025 |
| Mar 8, 2022 | Performance RSU/OPU (Target) | 11,936 | 309,500 | Jan 1, 2022–Dec 31, 2024 | Vests on performance; TSR vs MSCI US REIT |
| Mar 8, 2023 | Time-based RSU/OPU | 8,084 | Target mix disclosed (part of $677,363 stock awards in 2023 SCT) | N/A | 3-year ratable; 2024–2026 |
| Mar 8, 2023 | Performance RSU/OPU (Target) | 12,125 | Target mix disclosed | Jan 1, 2023–Dec 31, 2025 | Vests on performance; TSR vs MSCI US REIT |
Performance outcomes on comparable PSU cycles:
- 2021–2023 cycle paid at 56% of target for NEOs (disclosed for other NEOs; context for plan rigor) .
- 2022–2024 cycle achieved 57% of target for NEOs (payouts listed for other NEOs on Jan 8, 2025) .
Equity Ownership & Alignment
Beneficial Ownership
| As‑of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Apr 1, 2023 | 9,002 | <1% (denoted “*”) |
| Apr 1, 2024 | 18,004 | <1% (denoted “*”) |
- Stock ownership guidelines: Executive Vice Presidents must hold shares equal to 3× base salary; CEOs 6×; SVPs 1× . Compliance status for Ms. Charleston is not specifically disclosed. Anti‑hedging and anti‑pledging policy prohibits pledging/hedging by executives, reducing forced‑sale risk .
Outstanding and Unvested Equity (12/31/2023)
| Grant | Unvested Time‑Based Units (#) | Market Value ($) | Unearned Performance Units (#) | Payout Value Basis ($) | Vesting Notes |
|---|---|---|---|---|---|
| 1/3/2022 | 7,676 | 232,353 | — | — | Final tranche vested Jan 3, 2024 |
| 3/8/2022 | 2,653 | 80,306 | 11,936 | 361,303 | Time‑based through Mar 8, 2025; 2022–2024 TSR PSU |
| 3/8/2023 | 8,084 | 244,703 | 12,125 | 367,024 | Time‑based through 2026; 2023–2025 TSR PSU |
Note: Market/payout values based on $30.27 share price as of Dec 29, 2023 .
Vesting calendar indicative of near‑term supply:
- Jan 3, 2024: final tranche of 1/3/2022 time‑based units vested .
- Mar 8, 2024 and Mar 8, 2025: remaining tranches of 3/8/2022 and 3/8/2023 time‑based units .
Employment Terms
- Start date/role: Joined Americold as EVP & CHRO in January 2022 .
- Severance (termination without cause or for good reason, non‑CIC): 12 months of base salary plus target bonus; prorated AIP (if earned); COBRA for 12 months; next scheduled tranche of time‑based RSU/OPU vests; pro‑rata eligibility on performance awards based on actual results .
- Change‑in‑Control (double‑trigger within 24 months): 1.5× (salary + target bonus) lump sum; any unvested equity becomes fully vested at target (time‑ and performance‑based) .
- Clawback: Company maintains recoupment policy for cash incentives and equity awards .
- Anti‑hedging/pledging: Executives prohibited from hedging or pledging Americold shares .
Investment Implications
- Pay‑for‑performance alignment: AIP metrics are anchored to Core EBITDA with tight corridors (2022: 95–104%; 2023: 85–115%), and PSUs tie to relative TSR; actual outcomes of ~175% (2022) and ~124.5% (2023) indicate payouts track company performance rigorously . Relative TSR PSU cycles paying at 56–57% underscore challenging peer‑relative returns and reduce windfall risk .
- Retention and selling pressure: Multi‑year vesting schedule and anti‑pledging rules limit forced selling; however, scheduled time‑based vesting (e.g., Mar 8, 2025) creates periodic supply; CIC terms provide full acceleration at target (1.5× cash multiple), a potential overhang in a sale scenario but consistent with market norms .
- Alignment and ownership: Beneficial ownership increased from 9,002 to 18,004 shares year‑over‑year while remaining <1% outstanding; EVP 3× salary ownership guideline and clawback policy support alignment and downside governance protections .
- Governance/peer benchmarking: The Compensation Committee recalibrated LTIP mix to 60% performance in 2023 and refreshed the peer group, reducing incentive risk and anchoring compensation competitiveness; anti‑hedging/pledging further tightens alignment .