Kurt J. Bitting
About Kurt J. Bitting
- Director and Chief Executive Officer of Ecovyst since April 2022; age 49 as of March 1, 2025; serves on the Board (Class III, term expiring 2026) and is the only non‑independent director .
- Education and background: B.S. in Business Administration (Villanova University) and M.B.A. (Rider University); U.S. Army veteran and former Company Commander, 10th Mountain Division .
- Recent performance context (FY2024): Sales $704.5m vs $691.1m in 2023; Adjusted EBITDA $238.2m (29.0% margin); net cash from operations $149.9m; Adjusted Free Cash Flow $85.5m; net leverage 3.0x .
- Pay-for-performance outcomes: 2024 corporate EIP factor 82.1% of target for CEO metrics; 2022 and 2021 PSU cycles forfeited in full due to absolute TSR thresholds not met, indicating TSR underperformance versus plan design during those periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ecovyst | Chief Executive Officer | Apr 2022 – Present | Oversaw transformation year; launched strategic review of AM&C; delivered 2024 Adjusted EBITDA $238.2m and AEBITDA margin 29.0% . |
| Ecovyst (Ecoservices) | Vice President & President (formerly Refining Services) | Mar 2019 – Apr 2022 | Led ecosystem services business prior to CEO appointment . |
| Ecovyst (Ecoservices) | Vice President | Sep 2017 – Feb 2019 | Segment leadership . |
| Ecovyst (Eco Services business) | Business Director | May 2016 – Aug 2017 | Commercial leadership within Eco Services . |
| Kinder Morgan; Sprint; Solvay USA; Eco Services Operations | Various management positions | Prior to 2016 | Broadened operating and commercial experience . |
| U.S. Army | Company Commander, 10th Mountain Division | Not disclosed | Leadership foundation; veteran status . |
External Roles
- No other public-company directorships disclosed for Bitting in Ecovyst filings; service is limited to Ecovyst’s Board .
Fixed Compensation
| Year | Base Salary ($) | Target Annual Bonus (% of salary) | Notes |
|---|---|---|---|
| 2024 | 700,000 | 100% | CEO target mix unchanged; plan metrics set in Feb 2024 . |
| 2025 | 750,000 | 100% | Target LTI reset; EIP metrics/weights unchanged . |
Performance Compensation
2024 Annual Cash Incentive (EIP) – CEO Corporate Metrics and Outcome
| Metric | Weight | Threshold | Target | Max | Actual | Payout vs Target | Source |
|---|---|---|---|---|---|---|---|
| Ecovyst Adjusted EBITDA | 65% | $212m | $265m | $318m | $236.3m | 72.9% (47.3% weighted) | |
| Ecovyst Adjusted Free Cash Flow | 25% | $76m | $95m | $114m | $85.5m | 75.0% (18.8% weighted) | |
| Ecovyst HSE Perfect Days | 10% | 326 | 336 | 346 | 342 | 160% (16.0% weighted) | |
| Corporate Performance Factor | — | — | — | — | — | 82.1% | |
| CEO Actual EIP Payment | — | — | $700,000 | — | — | $574,971 |
Notes: CEO Target EIP = 100% of base salary ($700,000) . Linear interpolation between grid points; no payout below threshold .
Long-Term Incentives – 2024 Grant Design and CEO Awards
- 2024 LTI design: PSUs (50% Cumulative Adjusted EBITDA; 50% Relative TSR vs S&P 1500 Specialty Chemicals) over 3 years; RSUs vest ratably over 3 years .
- CEO LTI mix: 65% PSUs / 35% RSUs; aggregate target grant date fair value $2,761,375 .
| Grant Date | Instrument | Target/Granted | Vesting/Performance | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Jan 22, 2024 | PSUs | 184,449 target | 3-year performance (CY2024–2026), 0–200% payout based on Cum. Adj. EBITDA and relative TSR | 1,886,175 |
| Jan 22, 2024 | RSUs | 99,319 | Ratable over 3 years beginning Jan 22, 2025 | 875,199 |
Historical PSU outcomes:
- 2022 PSUs (absolute TSR metric) concluded Dec 31, 2024; 0% earned; forfeited in full .
- 2021 PSUs (absolute TSR) also 0% earned; forfeited .
Equity Ownership & Alignment
| Item (as of noted date) | Detail |
|---|---|
| Beneficial ownership (Mar 24, 2025) | 384,238 shares; includes 38,064 shares acquirable by options within 60 days . |
| Shares outstanding (Mar 24, 2025) | 117,385,510 . |
| Ownership as % of shares outstanding | ≈0.33% (384,238 / 117,385,510) . |
| Stock ownership guideline (CEO) | 5x base salary; holding requirement 50% of after-tax vested shares until met . |
| CEO guideline status (Dec 31, 2024) | 5.40x achieved (uses 90-day avg price $7.39) . |
| Hedging/pledging | Prohibited for directors/officers (no hedging or pledging allowed) . |
| Options outstanding | 38,064 options exercisable; strike $3.04; expiry May 4, 2026 . |
| Unvested RSUs (Dec 31, 2024) | 24,296 (2022), 71,139 (2023), 99,319 (2024) . |
| Unvested PSUs (Dec 31, 2024) | 24,295 (2022; subsequently forfeited), 106,707 and 91,463 (2023 cycle), 184,449 (2024 cycle) . |
| Upcoming vesting cadence | RSUs vest in equal annual installments on 1/22/2025, 1/22/2026, 1/22/2027 (2024 grant) . |
Stock ownership calculations, award counts and schedules are shown as disclosed; no share pledging permitted under policy .
Employment Terms
- Severance (CEO): If terminated without cause or for good reason (outside change in control), 2x base salary and target bonus paid over 24 months; pro‑rata current-year bonus based on actual results; 24 months of health benefits at active rates or COBRA reimbursement; non-compete and non-solicit for 2 years; 280G best‑net cutback (no excise tax gross‑up) .
- Change in control: No single-trigger vesting; non-vested time-based equity generally forfeits unless maintained by successor; a portion of PSUs may be deemed earned/vested based on performance through the change in control; on qualifying termination, pro‑rata PSUs remain eligible based on actual performance; time‑based RSUs/options do not accelerate on termination prior to vesting unless specified .
- Clawbacks: Dual framework – 2017 Plan and standalone policy aligned to SEC/NYSE; triggers include restatements (broader under standalone policy), post-employment covenant breaches, and terminations for cause; applies to current and former executive officers .
- Deferred compensation: Participates in nonqualified PRA SERP; 2024 Company contribution $24,030; account balance $170,503 at Dec 31, 2024 .
Board Governance
- Board service history: Director since April 2022; Class III director with term expiring 2026 .
- Committee roles: Member, Health, Safety, Environment & Security Committee (joined May 8, 2024; continued in 2025) .
- Leadership structure: CEO is not Chairman; non‑executive Chair (Kevin M. Fogarty) presides; Board declassifying through 2027, enhancing accountability .
- Independence: All directors except Bitting are independent under NYSE standards .
- Director pay: Bitting receives no additional compensation for Board service; he is compensated only as an executive .
Director Compensation (Bitting as Director)
- Not applicable; Ecovyst discloses that Mr. Bitting “did not receive compensation for his service on our Board” (director fees/equity restricted to non‑employee directors) .
Compensation Structure Analysis
- Cash vs equity mix: CEO 2024 target direct comp $3.9m with 64%+ equity (PSUs/RSUs), reflecting high at‑risk weighting; 2025 target direct comp raised to $4.5m with LTI $3.0m, maintaining equity-heavy design .
- Metric rigor and alignment: 2024 PSUs use 50% cumulative Adjusted EBITDA and 50% relative TSR vs S&P 1500 Specialty Chemicals, addressing prior periods’ absolute TSR sensitivity; pay outcomes tied to HSE (10%) reinforce safety focus .
- Discretion/guarantees: EIP pays zero below threshold; caps at 200% of target; 2024 corporate factor landed at 82.1% of target, producing a $574,971 bonus for the CEO .
- Modifications/repricing: No option repricing disclosed; 2016 legacy options reflect historical strike adjustments for special dividends; no automatic equity vesting upon change in control .
- Tax gross-ups: No change-in-control excise tax gross-ups; note that 2023 relocation expenses for Bitting included $78,091 tax gross-up, a shareholder‑unfriendly perquisite, but not tied to CIC .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support: >94% of votes cast supported 2024 executive compensation program; Compensation Committee cites ongoing investor engagement and governance best practices .
Performance & Track Record
- Operating/financial execution (2024): Sales up to $704.5m; Adjusted EBITDA $238.2m (29.0% margin); Adjusted Free Cash Flow $85.5m; zero OSHA recordable injuries; launched strategic review of AM&C .
- Market/TSR lens: PSU cycles for 2021 and 2022 earned 0% based on absolute TSR hurdles, underscoring misalignment between stock performance and plan thresholds in those cycles; 2024 PSU redesign adds relative TSR and EBITDA to mitigate this risk .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for insiders (reduces misalignment/hedge risk) .
- No CIC excise tax gross-ups; equity does not automatically vest on CIC (reduces windfall risk) .
- 2023 relocation tax gross-up ($78,091) for CEO is a governance negative in perquisites .
- Related-party transactions disclosed (INEOS; SI Group; Vanguard) do not involve Bitting personally and were reviewed under policy .
Equity Vesting Schedules and Potential Selling Pressure
- RSUs: 2024 grant of 99,319 RSUs vests in equal annual installments on 1/22/2025, 1/22/2026, 1/22/2027; time‑based and likely to vest subject to service; potential stock supply upon each tranche .
- PSUs: 2024 PSU cycle (184,449 target) cliff‑vests post 3‑year performance period ending 12/31/2026; payout 0–200% tied to EBITDA and relative TSR; no vest if performance below thresholds .
- Options: 38,064 options at $3.04 strike expiring 5/4/2026; were in‑the‑money at 12/31/2024 close of $7.64, enabling potential exercise/liquidity ahead of expiry .
Employment Terms (Severance and Change‑of‑Control Economics)
| Trigger | Cash Severance | Health Benefits | Bonus Treatment | Equity Treatment |
|---|---|---|---|---|
| Termination without cause / for good reason (no CIC) | 2x base salary + 2x target bonus, paid over 24 months | Company-rate coverage up to 24 months | Pro‑rata EIP based on actual results | Time-based awards do not accelerate; PSUs pro‑rated remain outstanding to be earned based on actual performance . |
| Change in control without termination | None | None | None | No automatic vesting; successor may maintain awards; portion of PSUs may be deemed earned based on performance through CIC . |
| Death/Disability/Retirement | — | — | Pro‑rata target bonus (death/disability) | PSUs pro‑rated; death provisions deem target for applicable pro‑rata portion . |
| 280G treatment | Best‑net (cutback to avoid excise or pay full and bear taxes) | — | — | — |
| Restrictive covenants | 2‑year non‑compete and non‑solicit; confidentiality; non‑disparagement | — | — | — |
Sources: .
Board Service History and Dual‑Role Implications
- Dual role: CEO and Director; not Board Chair (Non‑Executive Chair in place), mitigating CEO/Chair concentration risk; Board majority is independent .
- Committee participation: CEO sits on HSES Committee (oversight of safety/environment/security), aligning executive accountability with Board oversight in HSE .
- Attendance: In 2024, Board held nine meetings; all directors other than one health‑related exception attended ≥75% of Board/committee meetings; all then‑sitting directors attended 2024 annual meeting .
Investment Implications
- Incentive alignment: High equity weighting and 2024 PSU redesign (relative TSR + cumulative EBITDA) strengthen linkage to shareholder returns and operating performance; CEO exceeded 5x ownership guideline (5.40x), supporting alignment .
- Near‑term supply mechanics: Three annual RSU vest tranches (2025–2027) plus in‑the‑money options expiring in 2026 could create episodic selling pressure, though insider policies prohibit hedging/pledging and impose holding requirements until guideline compliance; CEO already compliant .
- Governance quality: No CIC gross‑ups; double‑trigger equity; robust clawbacks; say‑on‑pay >94% indicate shareholder support; note 2023 relocation tax gross‑up as a minor governance blemish .
- Execution risk: Ongoing shift to performance‑balanced PSUs reflects prior TSR underperformance (0% PSU outcomes in 2021–2022 cycles); future LTI realization depends on delivering cumulative EBITDA and outperforming specialty chemicals peers on TSR .