Joseph S. Koscinski
About Joseph S. Koscinski
Joseph S. Koscinski, age 59, is Ecovyst’s Vice President, Chief Administrative Officer, General Counsel and Secretary (appointed January 2023), after serving as Vice President, General Counsel and Secretary since November 2015; prior to joining Ecovyst, he was an attorney and shareholder at Babst, Calland, Clements and Zomnir, P.C. (1995–2015), and served as Ecovyst’s outside corporate counsel from 2005–2015 . 2024 company performance outcomes that drove incentive pay included sales of $704.5M, Adjusted EBITDA of $238.2M (29.0% margin), Adjusted FCF of $85.5M, and a corporate EIP payout factor of 82.1% of target; 2022 PSU awards were forfeited in full due to absolute TSR hurdles not met, underscoring pay-for-performance discipline . Shareholder alignment signals include 94% say‑on‑pay support in 2024 and strict policies forbidding hedging/pledging and providing clawback rights beyond SEC/NYSE requirements .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ecovyst | Vice President, Chief Administrative Officer, General Counsel & Secretary | Jan 2023 – present | Oversees legal, administrative and corporate governance; corporate secretary |
| Ecovyst | Vice President, General Counsel & Secretary | Nov 2015 – Dec 2022 | Led in‑house legal; supported M&A, contracts, governance |
| Babst, Calland, Clements and Zomnir, P.C. | Attorney; Shareholder (from 2003) | Aug 1995 – Oct 2015 | M&A, real estate, commercial contracts; served as Ecovyst’s outside corporate counsel (2005–2015) |
External Roles
- No public company directorships or external board roles disclosed in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 Target (effective 1/1/2025) |
|---|---|---|---|---|
| Base Salary ($) | 425,000 | 446,250 | 446,250 | 477,000 |
| Target EIP ($) | — | — | 290,063 | 310,050 |
| Target EIP (% of salary) | — | — | 65% | Same as 2024 (65%) |
| Target LTI ($) | — | — | 1,000,000 | 700,000 |
All Other Compensation (select detail)
| Component (2024) | Amount ($) |
|---|---|
| 401(k) match | 10,350 |
| 401(k) company contribution | 13,800 |
| PRA SERP company contribution | 4,804 |
| Life insurance | 617 |
| Total other compensation (2024) | 29,571 |
Three-year Summary Compensation (NEO SCT line items)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 425,000 | 2,217,446 | 480,330 | 400,779 | 3,523,555 |
| 2023 | 446,250 | 1,348,167 | 18,854 | 199,318 | 2,012,589 |
| 2024 | 446,250 | 1,096,523 | 238,247 | 29,571 | 1,810,591 |
Performance Compensation
EIP Design and Weighting (Corporate factor applicable to Koscinski)
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) |
|---|---|---|---|---|
| Ecovyst Adjusted EBITDA | 65% | $212M | $265M | $318M |
| Ecovyst Adjusted Free Cash Flow | 25% | $76M | $95M | $114M |
| Ecovyst HSE Perfect Days | 10% | 326 | 336 | 346 |
2024 EIP Outcomes (Corporate factor and payout)
| Metric | Actual | Actual % of Target | Weighted Payout (% of target) |
|---|---|---|---|
| Ecovyst Adjusted EBITDA | $236.3M | 72.9% | 47.3% |
| Ecovyst Adjusted Free Cash Flow | $85.5M | 75% | 18.8% |
| Ecovyst HSE Perfect Days | 342 | 160% | 16.0% |
| Corporate Performance Factor | — | — | 82.1% |
Individual EIP Payout (2024)
| Executive | Target as % of Base | Target ($) | Payout Factor | Actual EIP ($) |
|---|---|---|---|---|
| Joseph S. Koscinski | 65% | 290,063 | 82.1% | 238,247 |
LTI Awards, Metrics, and Vesting
- 2024 grants: RSUs (45,403; grant-date FV $400,091) vest in three equal annual installments beginning Jan 22, 2025; PSUs (target 68,104; threshold 34,052; max 136,208; grant-date FV $696,432) cliff-vest after the 3-year performance period ending Dec 31, 2026, based on relative TSR and cumulative Adjusted EBITDA (0–200% payout), subject to continued service .
- 2023 PSUs vest at end of performance period Dec 31, 2025 (reported at target for disclosure) .
- 2022 PSUs concluded Dec 31, 2024 and were forfeited in full due to absolute TSR thresholds not met .
2024 Grants (detail)
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | RSU/Share Count (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSU | 1/22/2024 | — | — | — | 45,403 | 400,091 |
| PSU | 1/22/2024 | 34,052 | 68,104 | 136,208 | — | 696,432 |
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
- Beneficial ownership: 526,797 shares; percentage of class “<1%”; shares outstanding 117,385,510 as of March 24, 2025 .
- Executive stock ownership guideline: 3x base salary; Koscinski’s actual ownership multiple 8.97x (based on 90‑day average price $7.39 at 12/31/2024); 50% post‑vest holding requirement applies until guideline met .
- Hedging and pledging: Company forbids short sales, hedging, and pledging; insider trading policy prohibits hedging/monetization transactions .
Outstanding Equity (as of 12/31/2024)
| Instrument | Terms | Quantity | Value Basis |
|---|---|---|---|
| Stock Options (exercisable) | 10/2/2017 grants at $11.97 strike; expire 10/2/2027 | 37,175 and 18,587 | Year‑end share price $7.64 for context |
| RSUs (unvested) | 1/17/2022 time‑based; 3 tranches beginning 1/5/2023 | 24,296; MV $185,621 | |
| RSUs (unvested) | 1/16/2023 time‑based | 40,651; MV $310,574 | |
| RSUs (unvested) | 1/22/2024 time‑based; vest over 3 years from 1/22/2025 | 45,403; MV $346,879 | |
| PSUs (unearned) | 1/17/2022 award reported at target | 24,295; MV $185,614 | |
| PSUs (unearned) | 1/16/2023 award at target; performance period ends 12/31/2025 | 60,975; MV $465,849 | |
| PSUs (unearned) | 1/22/2024 award at target; performance period ends 12/31/2026 | 68,104; MV $520,315 |
2024 Option Exercises and Stock Vested
| Item | Amount |
|---|---|
| Options exercised (# / $) | — / — |
| Stock awards vested (# / $) | 60,866 / $575,792 |
Employment Terms
Severance and Restrictive Covenants
- Individual severance agreement provides, upon termination without cause or for good reason: (i) base salary plus target annual bonus for two years (paid in installments), (ii) pro‑rata annual bonus for year of termination (based on actual performance), and (iii) continuation of health benefits at active‑employee rates for 24 months or COBRA reimbursement; death/disability yields pro‑rata target annual bonus .
- Restrictive covenants include two‑year post‑termination non‑compete and non‑solicit, perpetual confidentiality, assignment of inventions, and non‑disparagement .
- 280G “best‑net” cutback: pay is reduced to avoid excise tax if that yields higher after‑tax value; no excise tax gross‑ups .
Change‑in‑Control and Termination Illustrations (as of 12/31/2024)
| Scenario | Severance Pay ($) | Benefits ($) | Equity Vesting ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause/for Good Reason with Change in Control | 1,472,625 | 18,120 | — | 1,490,745 |
| Change in Control (no termination) | — | — | — | — |
| Death/Disability/Retirement | — | — | 483,956 | 483,956 |
Clawback and Other Governance
- Clawback applies under both 2017 Plan and standalone Recoupment Policy; covers restatements (broader than SEC rule), restrictive covenant breaches, and cause; extends to current/former executive officers; up to three prior fiscal years for policy-based recoupment; no clawback actions required in 2024 .
- No automatic equity vesting on change in control; no CIC excise tax gross‑ups .
Investment Implications
- Alignment and retention: Koscinski materially exceeds the 3x salary ownership guideline (8.97x), with 50% post‑tax retention on vesting until compliance—reducing near‑term selling pressure and aligning incentives with shareholders . Hedging and pledging are prohibited, limiting misalignment risks .
- Vesting overhang and sale windows: 2024 RSUs vest ratably beginning Jan 22, 2025 through 2027; 2023 PSUs cliff‑vest post‑12/31/2025 and 2024 PSUs post‑12/31/2026, contingent on TSR and cumulative Adjusted EBITDA—creating performance‑contingent equity overhang rather than guaranteed supply .
- Option incentives: All disclosed options are exercisable but struck at $11.97 vs $7.64 share price as of 12/31/2024, suggesting no immediate in‑the‑money optionality at year‑end—concentrating upside on RSUs/PSUs and operational performance delivery .
- Pay-for-performance discipline: 2024 corporate payout was 82.1% of target with precise metric attainment disclosures; 2022 PSUs were forfeited entirely due to absolute TSR thresholds—evidence of downside risk in equity payout if performance lags .
- Shareholder support and governance: Strong 2024 say‑on‑pay support (>94%) and robust clawback/insider policies reduce governance discount; no automatic vesting on CIC and best‑net 280G provisions temper parachute risk .
Appendix: Key Company Performance Reference Points (FY2024)
| Metric | 2024 |
|---|---|
| Sales | $704.5M |
| Adjusted EBITDA | $238.2M (29.0% margin) |
| Adjusted Free Cash Flow | $85.5M |
| Net cash from operations | $149.9M |
| Net loss / Diluted EPS | $(6.7)M / $(0.06) |
Notes:
- All figures cited are from Ecovyst’s 2025 DEF 14A unless otherwise indicated.