Wade Brewer

About Wade Brewer

Wade Brewer, 61, is Chief Operating Officer of Ennis (EBF). He was appointed COO on September 22, 2022 and previously served as Director of Manufacturing (since 2021) and as Business Unit Director for nine years, helping manage 50+ production facilities; earlier roles included leadership positions at Ward Kraft, Cenveo (Director of Manufacturing and VP of Operations – Documents), PrintXcel, and a formative start at Transkrit in 1984 developing pressure seal products . Under the compensation program that ties incentives to EBITDA, ROE, and Sales, Ennis’ FY2025 pay-versus-performance table shows rising total shareholder return (TSR) to 150.98 (from 122.94 in FY2024) with net income of $40.2M and ROE of 12.3% for FY2025; bonus metrics for that year were met at 90.0% of sales target, 88.7% of profit target, and 98.1% of ROE target, driving below-target bonuses for NEOs .

Past Roles

Fixed Compensation

Notes:

• FY2025 base salaries for the three newer NEOs, including Mr. Brewer, were set at $318,270, a 3.0% increase from FY2024 levels .
• FY2025 bonus design uses Sales (20%), Profit Before Bonuses (40%), and ROE Before Bonuses (40%); Brewer’s FY2025 bonus paid was $132,699 (41.69% of base) based on achieved results and linear interpolation rules .

Performance Compensation

Annual Bonus Plan (FY2025)

Long-Term Incentive (RSUs; FY2025–FY2027 performance period; grant date April 19, 2024)

• Structure: 60% performance-based RSUs (three-year performance period: Mar 1, 2024–Feb 28, 2027), 40% time-based RSUs (vest in equal annual installments over three years) .
• Brewer Grants (FY2025 awards):
  • Performance-based RSUs (target): 16,217 units; grant-date fair value $323,853 .
  • Time-based RSUs: 10,811 units; grant-date fair value $210,058 .
• Performance metrics and vesting:
  • EBITDA (70% of performance RSUs): Threshold $170.784M → 70%; Target $243.977M → 100%; Max $317.170M → 130% (sum over FY2025–FY2027) .
  • ROE (30% of performance RSUs): Threshold 9.0% → 70%; Target 12.9% → 100%; Max 16.8% → 130% .
  • TSR Modifier: If a metric is below target, vesting on that metric is multiplied by 130% (>66.6th pct), 100% (>33.3rd–66.6th pct), or 70% (≤33.3rd pct) based on relative TSR vs a 15-company Equilar peer group (ASIX, ASH, CLW, GLT, FUL, NGVT, IOSP, MATV, MERC, MTX, NEU, KWR, SXT, SCL, TG) .

Historical context: For the prior FY2022–FY2024 cycle, EBITDA achieved 120% of target and ROE achieved 130% (max), leading to above-target vesting; TSR modifier actual was 130% for that cycle .

Stock Options

• Vesting: Options vest in equal annual installments over three years .
• FY2025 activity: Brewer exercised 3,333 options for realized value of $14,765; 12,863 stock awards vested with value $249,928 (values at vest/exercise dates) .

Equity Ownership & Alignment

Vesting schedules:

• Time-based RSUs: equal annual installments over 3 years .
• Performance-based RSUs: vest after 3-year performance period based on EBITDA/ROE, subject to potential TSR modifier .
• Options: equal annual installments over 3 years .

Employment Terms

Multi-year Compensation (Summary Compensation Table)

Performance Context (Company-level)

Compensation Structure Analysis

• Mix shift and at-risk pay: Brewer’s target bonus is 55% of base with realized FY2025 bonus at 41.69% of base, reflecting below-target performance vs plan; equity is delivered via RSUs with 60% performance-based (EBITDA/ROE, plus TSR modifier), aligning pay to profitability and returns .
• Equity cadence and retention: Time-based RSUs and options vest over three years; performance RSUs cliff-vest at the end of the three-year period, creating multi-year retention hooks; Brewer’s unvested RSUs totaled 27,028 at target as of FY2025 grant cohort, with additional unvested option tranches outstanding .
• Governance and policies: Independent Compensation Committee; Equilar used for peer intelligence; pledging/hedging prohibited; stated stock ownership expectations (specific multiples not disclosed) .
• Severance risk: Absence of special severance/CoC protections for Brewer may reduce parachute costs but can elevate retention risk relative to market practices; disclosed tables show no severance or equity acceleration specific to Brewer aside from pension/deferred benefits .

Equity Ownership & Vesting Detail (as of 2/28/2025)

Employment Terms and Potential Payments (Selected)

Notes: Brewer has no special severance, bonus, or equity acceleration arrangements; amounts largely reflect pension/deferred benefits and standard life/disability programs .

Investment Implications

• Alignment: Brewer’s incentives are tightly linked to three-year EBITDA and ROE outcomes with a relative TSR overlay, which historically paid above target in the prior cycle as profitability and ROE improved; FY2025 below-target operating results produced sub-target annual bonuses, indicating pay sensitivity to plan attainment .
• Retention: Significant unvested RSUs (time- and performance-based) and unvested options create retention hooks; absence of special severance/CoC protections may elevate departure risk in down-cycles or during strategic transitions .
• Governance quality signals: Independent Compensation Committee, prohibitions on pledging/hedging, and stated stock ownership expectations support alignment; reliance on Equilar peer data and a defined TSR peer set improves external calibration .
• Trading signals: FY2025 option exercise (3,333 shares) and regular RSU vesting are routine and not uncommon; watch upcoming vest dates and potential tax-related selling windows, alongside progress vs FY2025–FY2027 EBITDA/ROE targets that will drive future PSU vesting outcomes .