Sean Dineen
About Sean Dineen
Sean Dineen, age 55, serves as Vice President — Strategy and Business Development at Ecovyst, a role he assumed in March 2023 after leading corporate development and M&A at Quaker Houghton from 2011 to 2022; earlier roles included investment banking and finance positions at Banc of America Securities, Morgan Stanley Dean Witter, and Price Waterhouse (1992–2008) . Company performance context during his Ecovyst tenure: 2024 sales increased to $704.5 million from $691.1 million in 2023, while Adjusted EBITDA declined to $238.2 million from $259.9 million; cumulative TSR proxy (value of $100) moved from $80 (2023) to $63 (2024) .
Note: Dineen is not listed as a Named Executive Officer (NEO) in the 2025 proxy; individual compensation and share ownership details were not disclosed for him. Company-wide plan designs and policies below apply to executive officers generally unless otherwise noted .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Quaker Houghton | VP — Corporate Development; Head of M&A | Sep 2011 – Dec 2022 | Led inorganic growth/M&A for a global specialty chemicals company . |
| Banc of America Securities | Investment banking/finance roles | 1992 – 2008 | Capital markets and advisory experience relevant to portfolio shaping . |
| Morgan Stanley Dean Witter | Investment banking/finance roles | 1992 – 2008 | Transaction execution and strategic advisory exposure . |
| Price Waterhouse | Finance/other roles | 1992 – 2008 | Foundational finance and analytical experience . |
Fixed Compensation
- Not disclosed for Dineen (not an NEO in 2024). The company’s NEO base salaries and target incentives are disclosed for context; however, these do not include Dineen .
Performance Compensation
- Annual cash incentive (EIP) design for executive officers (measurement level informed by role scope): metrics include Ecovyst Adjusted EBITDA, Adjusted Free Cash Flow, and HSE Perfect Days; segment leaders also carry segment metrics and segment HSE . Payouts are linear 50%–200% of target; corporate factor for 2024 was 82.1% of target .
- Long-term incentives: for non-CEO executives, 60% PSUs (3-year performance on relative TSR vs S&P 1500 Specialty Chemicals and cumulative Adjusted EBITDA; 0%–200% payout) and 40% time-based RSUs vesting ratably over 3 years .
2024 EIP – Corporate Factor (company-level metrics)
| Metric | Weight | Threshold | Target | Maximum | 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% | 16.0% |
| Corporate Performance Factor | — | — | — | — | — | — | 82.1% |
LTI Design and Vesting (executive officers)
| Instrument | Weight (non-CEO) | Metric(s) | Performance period | Vesting |
|---|---|---|---|---|
| PSUs | 60% | Relative TSR (25th/50th/75th percentile = 50%/100%/200% payout) and cumulative Adjusted EBITDA | 3 years (2024–2026) | Cliff at end of period; linear interpolation . |
| RSUs | 40% | Service-based | 3 years | Ratable annual vesting over 3 years . |
PSU Outcome Example (completed 2022 grant cohort; company-wide)
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Payout |
|---|---|---|---|---|---|---|
| Absolute TSR (Dec 31, 2024) | 100% | $12.30 | $14.85 | $30.21 | $7.64 | 0% |
Equity Ownership & Alignment
- Stock ownership guidelines apply to executive officers, expressed as a multiple of base salary; executives have five years to comply; until compliant, 50% of after-tax shares from vesting/exercise must be held; progress is measured based on shares with beneficial interest .
- Hedging/pledging: The company forbids short sales, hedging, or pledging of company securities and maintains an insider trading policy applicable to officers .
- Clawback: Compensation recoupment policies comply with SEC and NYSE requirements; the Compensation Committee may apply clawbacks and oversees ownership guideline compliance .
Individual beneficial ownership, vested/unvested breakdown, pledged shares, and guideline compliance are not disclosed for Dineen in the proxy .
Employment Terms
- Severance agreements exist for specific NEOs (CEO, CFO, CAO/GC); certain other executives are covered by an Ecovyst severance plan; the proxy discloses illustrative severance values for NEOs under various termination scenarios (not including Dineen) .
- Equity on change-in-control/termination (2023–2025 grants): time-vested awards generally do not accelerate prior to vest date; 2023–2025 PSUs may be deemed earned/vest upon a change of control based on performance through the transaction; upon death, pro-rata PSUs vest at target; upon disability/retirement/without cause/for good reason, pro-rata PSUs remain outstanding and are earned based on actual performance .
- Governance guardrails: no automatic vesting of equity solely on termination after change in control; no excise tax gross-ups; clawback and anti-hedging/pledging policies in place .
Performance & Company Context (during Dineen’s tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Sales ($USD Millions) | 691.1 | 704.5 |
| Net Income ($USD Thousands) | 71,200 | (6,700) |
| Adjusted EBITDA ($USD Thousands) | 259,900 | 238,200 |
| TSR – Value of $100 investment | $80 | $63 |
- Strategic backdrop: Ecovyst launched a strategic review of the Advanced Materials & Catalysts (AM&C) segment in 2024 and announced a definitive agreement to sell AM&C to Technip Energies on Sep 11, 2025 (expected close in Q1 2026), heightening the importance of strategy/M&A leadership roles like Dineen’s .
Compensation Committee, Peer Group, and Say‑on‑Pay (context for incentives)
- Independent advisor: WealthPoint advised through May 2024; Willis Towers Watson engaged thereafter; independence affirmed annually per NYSE standards .
- Compensation peer group used to inform 2024 decisions includes specialty/industrial chemicals peers (e.g., Innospec, Quaker Chemical, Sensient, Orion, CSW Industrials, Hawkins, LSB Industries, WD‑40, etc.) .
- Say‑on‑pay: >94% shareholder approval at the 2024 AGM, indicating broad investor support for the compensation program design .
Investment Implications
- Alignment and incentives: Executive pay design emphasizes Adjusted EBITDA, Adjusted Free Cash Flow, and safety (HSE), with 60% of non‑CEO LTI in PSUs tied to multi‑year financial and relative TSR performance; 2022 PSU forfeiture at 0% underscores pay-for-performance rigor .
- Selling/pledging pressure: Three‑year ratable RSU vesting can create periodic vest-related liquidity events, but company policies require 50% post‑tax share retention until guidelines are met and forbid hedging/pledging, mitigating forced selling and collateral risk signals .
- Retention/transaction dynamics: With AM&C divestiture pending in 2026, strategy/M&A leadership is central to execution; no Dineen‑specific retention or severance economics are disclosed, reducing near‑term “special award” overhang but limiting visibility into individual retention risk .
- Governance quality: Strong compensation governance (high say‑on‑pay approval, independent advisor, clawback, anti‑hedge/pledge) supports investor confidence in incentive integrity and reduces governance red flags .