Kara L. Thornton
About Kara L. Thornton
Kara L. Thornton is Ecovyst’s Vice President and Chief Human Resources Officer, appointed in January 2024; she was 49 years old as of March 1, 2025 and is a member of the company’s executive officer team . Her background spans senior HR leadership roles at Neuronetics (SVP HR, 2019–2024), Sun Pharmaceutical (2018–2019), DSM North America (2008–2018), and Johnson & Johnson (2004–2007), with earlier HR roles at Bayer Healthcare and Sankyo Pharma . During her tenure, Ecovyst delivered 2024 sales of $704.5 million (up from $691.1 million in 2023), Adjusted EBITDA of $238.2 million (29.0% margin), and Adjusted Free Cash Flow of $85.5 million; corporate incentive outcomes reflected this performance (Corporate EIP factor 82.1% of target) . Ecovyst’s pay programs tie annual incentives to Adjusted EBITDA, Adjusted Free Cash Flow, and HSE Perfect Days, and long-term incentives to cumulative Adjusted EBITDA and relative TSR, with a strong governance overlay (clawbacks, no hedging/pledging, stock ownership guidelines) .
Company performance context (2023–2024)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Sales ($USD Millions) | $691.1 | $704.5 |
| Adjusted EBITDA ($USD Millions) | $253.5 (EIP measure) | $238.2 |
| Adjusted EBITDA Margin (%) | — | 29.0% |
| Net cash from operations ($USD Millions) | — | $149.9 |
| Adjusted Free Cash Flow ($USD Millions) | $72.3 (EIP measure) | $85.5 |
| Net debt leverage (x) | — | 3.0x |
Note: 2023 Adjusted EBITDA and Adjusted Free Cash Flow are EIP-defined measures disclosed in the proxy; other 2023 items not disclosed in the cited documents .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neuronetics (public medical device) | SVP Human Resources | Jul 2019–Jan 2024 | Led HR at a public med-tech firm during growth and commercialization |
| Sun Pharmaceutical Industries | HR roles | May 2018–Jul 2019 | HR leadership in large pharma context |
| DSM North America | HR roles | Aug 2008–May 2018 | Long-tenure HR stewardship in chemicals/materials |
| Johnson & Johnson | HR roles | Dec 2004–Aug 2007 | HR roles at diversified healthcare leader |
| Bayer Healthcare; Sankyo Pharma | HR roles | Not disclosed | Early HR career in pharma |
External Roles
No external directorships or committee roles for Ms. Thornton are disclosed in the cited documents .
Fixed Compensation
- Ms. Thornton was not a named executive officer (NEO) in 2024/2025 and her specific base salary, target bonus %, and bonus paid were not disclosed in the Summary Compensation Tables .
- Ecovyst’s executive pay framework emphasizes market-competitive base pay reviewed annually by the Compensation Committee and a substantial mix of variable, performance-based incentives, supported by independent compensation advisors (WealthPoint in early 2024, Willis Towers Watson from May 2024) .
Performance Compensation
Annual incentive plan (EIP) design and outcomes (corporate participants, 2024)
- Metrics and weights: Ecovyst Adjusted EBITDA (65%), Ecovyst Adjusted Free Cash Flow (25%), Ecovyst HSE Perfect Days (10%) .
- Corporate performance factor computation for 2024:
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Actual (% of Target) | Weighted Payout (% of Target) |
|---|---|---|---|---|---|---|---|
| Ecovyst Adjusted EBITDA | 65% | $212M | $265M | $318M | $236.3M | 72.9% | 47.3% |
| Ecovyst Adjusted Free Cash Flow | 25% | $76M | $95M | $114M | $85.5M | 75% | 18.8% |
| Ecovyst HSE Perfect Days | 10% | 326 | 336 | 346 | 342 | 160% | 16% |
| Corporate Performance Factor (% of target) | — | — | — | — | — | — | 82.1% |
- Plan mechanics: payouts linear between threshold/target/maximum; EIP “self-funding” EBITDA floor; enterprise vs segment measurement based on role scope .
Long-term incentives (equity)
- 2024 PSU grants: equally weighted cumulative Adjusted EBITDA and relative TSR vs constituents of the S&P 1500 Specialty Chemicals Index over 2024–2026; 0–200% payout with 25th/50th/75th percentile TSR hurdles; RSUs vest ratably over 3 years .
- Historical PSU outcomes: 2022 PSUs (absolute TSR metric) concluded Dec 31, 2024 and were forfeited in full due to absolute TSR thresholds not met; 2021 PSUs earned 0% with absolute TSR of -9.05% over the period (stock price change plus dividends) .
Equity Ownership & Alignment
- Stock ownership guidelines: executive officers must hold Common Stock equal to at least 3x base salary; CEO 5x. Executives have 5 years to comply and must retain 50% of after-tax shares from equity vesting/exercise until compliant .
- Ms. Thornton’s beneficial ownership and guideline compliance status were not disclosed in the cited tables (which report NEOs) .
- Hedging/pledging: company policy prohibits short sales, hedging and pledging transactions by directors, officers, and employees (alignment safeguard) .
- Clawback policies: SEC/NYSE-compliant recoupment via the 2017 Plan and standalone policy; no clawback actions were required in 2024 .
Employment Terms
- Start date: Appointed VP & CHRO in January 2024 .
- Severance/change-in-control economics: Specific terms for Ms. Thornton are not disclosed. Company-wide terms for executives include: time-based RSUs do not accelerate on termination; PSUs may be prorated for disability/retirement/termination without cause or for good reason, and a portion may be deemed earned upon change of control based on pre-CoC performance; no automatic vesting on change-in-control absent termination; no excise tax gross-ups .
- Insider trading and restrictive covenants: policy prohibits hedging/pledging; severance agreements for certain executives include non-compete and non-solicit covenants (not specific to Ms. Thornton) .
Investment Implications
- Pay-for-performance architecture: annual bonuses tied to Adjusted EBITDA, Adjusted Free Cash Flow, and HSE safety metrics, with 2024 corporate payouts at 82.1% of target, indicating discipline in annual incentives tied to company performance .
- Long-term alignment: shift from absolute TSR (which drove forfeitures in 2021–2022 awards) to a dual metric PSU design (cumulative Adjusted EBITDA and relative TSR) should reduce binary TSR risk and better align management with multi-year value creation and relative performance .
- Governance safeguards: strong clawback policy, prohibition on hedging/pledging, and stock ownership guidelines enhance alignment and reduce adverse trading signals; 2024 say-on-pay support >94% underscores shareholder acceptance of the compensation framework .
- Data gaps for Ms. Thornton: individual cash/equity grants, vesting schedules, and ownership levels are not disclosed as she was not an NEO; monitor future proxy and Form 4 filings for any insider transactions or material awards to assess selling pressure and retention incentives .