Paul Whittleston
About Paul Whittleston
Paul Whittleston, age 50, is Ecovyst’s Vice President and President — Advanced Materials & Catalysts (AM&C), a role he has held since January 2023 after serving as Vice President of Strategy & Business Development from September–December 2022; prior roles include Vice President at SI Group UK Ltd. (May 2021–June 2022) and Managing & Operations Director at TI Fluid Systems plc (September 2016–July 2020), with earlier experience at BASF . Company performance context for 2024: sales $704.5m, adjusted EBITDA $238.2m (29.0% margin), adjusted FCF $85.5m; corporate EIP factor was 82.1% while the AM&C segment factor (applicable to Whittleston) paid 50.3% of target; 2022 PSUs (absolute TSR metric) were forfeited in full, underscoring TSR headwinds in that period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ecovyst | VP & President — AM&C | Jan 2023–present | Led AM&C through strategic review; segment EIP factor governed by segment KPIs |
| Ecovyst | VP, Strategy & Business Development | Sep 2022–Dec 2022 | Corporate development and portfolio strategy |
| SI Group UK Ltd. | Vice President | May 2021–June 2022 | Senior leadership in specialty chemicals |
| TI Fluid Systems plc | Managing & Operations Director | Sep 2016–Jul 2020 | Operational leadership in automotive fluid systems |
| BASF | Various roles | Not disclosed | Global chemicals experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 Target |
|---|---|---|---|---|
| Base Salary ($) | $77,948 | $325,000 | $365,000 (12.3% increase) | $380,000 |
| Target Annual Bonus ($) | Not disclosed | Not disclosed | $219,000 | $228,000 |
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2024 EIP (AM&C factor) | Ecovyst Adjusted Free Cash Flow | 25% | $95m | $85.5m | 75% of target; weighted 18.8% |
| 2024 EIP (AM&C factor) | AM&C HSE Perfect Days | 10% | 358 | 360 | 133% of target; weighted 13.3% |
| 2024 EIP (Total for Whittleston) | — | — | 60% of base ($195,000 target) | Payout factor 50.3% | $110,179 paid |
| 2024 Grants (Award Mix) | Grant Date | Vehicle | Count | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual LTI | Jan 22, 2024 | RSU | 20,432 | $180,047 | 3 equal tranches starting Jan 22, 2025 |
| Annual LTI | Jan 22, 2024 | PSU (target) | 30,646 | $313,386 | Performance period 2024–2026; vests end-2026/early-2027 |
| 2023 Grants (Award Mix) | Grant Date | Vehicle | Count | Grant Date Value ($) | Vesting / Performance |
|---|---|---|---|---|---|
| Annual LTI | Jan 16, 2023 | RSU | 33,029 | Included in $650,001 total | 3 equal tranches starting Jan 16, 2024 |
| Annual LTI | Jan 16, 2023 | PSU (target) | 33,028 | Included in $650,001 total | Absolute TSR metric; performance period 2023–2025; vests end-2025/early-2026 |
| PSU Design | Year | Metric | Threshold | Target | Max | Notes |
|---|---|---|---|---|---|---|
| 2023 PSU | Absolute TSR | 18% | 30% | 80% | Single metric; 3-year (2023–2025) | |
| 2024 PSU | Cumulative Adjusted EBITDA | Not disclosed | Not disclosed | Not disclosed | 50% weight across 2024–2026; goals disclosed after period | |
| 2024 PSU | Relative TSR vs S&P 1500 Specialty Chemicals | 25th percentile | 50th percentile | 75th percentile | 50% weight; linear payouts |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Mar 24, 2025) | 25,107 shares; <1% outstanding |
| Shares outstanding reference | 117,385,510 |
| Stock ownership guideline | 3x base salary; 5-year compliance window |
| Actual ownership multiple (Dec 31, 2024) | 1.17x |
| Compliance deadline | September 18, 2027 |
| Holding requirement until compliance | Must hold 50% of net shares from vesting/exercise |
| Hedging/pledging policy | Explicitly prohibited |
| Outstanding Equity (as of Dec 31, 2024) | Grant Date | Type | Unvested/Unearned (#) | Market Value ($) |
|---|---|---|---|---|
| 2023 Grant | Jan 16, 2023 | RSU | 22,020 | $168,233 |
| 2023 Grant | Jan 16, 2023 | PSU (unearned) | 33,028 | $252,334 |
| 2024 Grant | Jan 22, 2024 | RSU | 20,432 | $156,100 |
| 2024 Grant | Jan 22, 2024 | PSU (unearned) | 30,646 | $234,135 |
| 2024 Stock Vested | RSUs Vested (#) | Value Realized ($) |
|---|---|---|
| Whittleston | 11,009 | $104,145 |
Employment Terms
| Topic | Key Terms |
|---|---|
| Severance Plan coverage | Covered by Amended & Restated Severance Plan of Ecovyst Catalyst Technologies LLC (effective Jan 1, 2020); not party to individual severance agreement |
| Cash severance mechanics | 52 weeks base pay plus 2 weeks per completed year (credit for partial year) up to 78 weeks; target bonus for each year of severance paid; pro rata target bonus for fractional year; installments over severance period; pro rata annual bonus for termination year based on actual performance |
| Benefits continuation | Company-paid health benefits during severance period (plan limits apply) |
| Equity on termination | No acceleration for time-based RSUs/options; PSUs eligible for pro rata based on service days and performance; death triggers pro rata PSUs at target |
| Change in control treatment | Time-based awards forfeit unless successor maintains; PSUs may be deemed earned pro rata to change date; no automatic equity acceleration absent termination |
| Estimated severance values (as of Dec 31, 2024) | See table below |
| Scenario (Dec 31, 2024) | Cash Severance ($) | Benefits ($) | Equity Vesting ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason (no CoC) | $570,000 | $36,512 | — | $606,512 |
| Termination without cause/for good reason (with CoC) | $570,000 | $36,512 | — | $606,512 |
| Death/Disability/Retirement | — | — | $246,243 | $246,243 |
| Retention Bonus (AM&C sale process) | Terms |
|---|---|
| Approved Dec 10, 2024 | 1.5x base salary, payable in two equal cash installments; subject to continued employment and closing of a sale transaction |
| Strategic outcome | Ecovyst entered definitive agreement to sell AM&C to Technip Energies for $556m (9.8x adjusted segment EBITDA), expected closing 1Q 2026 |
| Deferred Compensation (PRA SERP, 2024) | Company Contribution ($) | Earnings ($) | Year-end Balance ($) |
|---|---|---|---|
| Whittleston | $5,408 | $167 | $2,678 |
| Perquisites (2023–2024) | Category | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Relocation expense | Paid to/for executive | $150,238 | $28,153 |
| Relocation tax gross-up | Tax gross-up | $61,083 | $10,727 |
| Other (401k match, contribution, life insurance, PRA SERP contribution) | See proxy table | $236,972 total other comp (2023) | $68,888 total other comp (2024) |
Compensation Structure Analysis
- 2024 base salary increased 12.3% (the only NEO with increase), reflecting role scope and market alignment; 2025 base target increased to $380,000 (+4.1% y/y) .
- Equity mix for non-CEO NEOs shifted to 60% PSUs / 40% RSUs in 2024 to increase performance linkage; PSU metrics broadened in 2024 to include cumulative Adjusted EBITDA and relative TSR versus 2023’s single absolute TSR metric .
- 2024 target LTI for Whittleston remained $450,000 with actual grant-date fair value $493,433, while EIP payout was 50.3% of target, reflecting segment performance under AM&C-specific KPIs .
- Clawback policy aligned with SEC/NYSE; hedging and pledging expressly prohibited; no excise tax gross-ups on change-in-control benefits .
Risk Indicators & Red Flags
- Ownership guideline shortfall (1.17x vs 3x requirement) implies continued holding constraints; 50% net-share holding requirement until compliance mitigates near-term selling pressure .
- 2022 PSU forfeiture due to absolute TSR miss highlights execution/market risk under share-price driven plans; 2024 redesign to include operational EBITDA and relative TSR should reduce single-metric risk .
- Related-party transactions disclosed at company level (INEOS, SI Group, Vanguard) vetted by governance committee; no personal related-party items for Whittleston disclosed .
- Retention bonus tied to AM&C sale closing suggests recognized retention risk during portfolio transition; terms are contingent and time-based, limiting windfall without transaction completion .
Investment Implications
- Pay-for-performance alignment is moderate: EIP paid at 50.3% of target for AM&C, and PSU mix increased to 60% with diversified metrics, improving linkage to operational performance and market-relative returns .
- Retention risk is actively managed via a contingent 1.5x salary bonus through AM&C divestiture; upcoming PSU vesting cycles (2023–2025 and 2024–2026) plus share-holding requirements reduce near-term selling pressure .
- Equity ownership is modest (25,107 shares) and below guideline, implying continued accumulation or retention rather than disposition; hedging/pledging prohibitions further align with shareholder interests .
- Change-in-control economics are conservative (no automatic equity acceleration; time-based awards forfeiture unless maintained), lowering misalignment risks; severance cash values for Whittleston are grounded in plan formula and are modest relative to peers .