Curtis Jewell
About Curtis Jewell
Curtis E. Jewell is Senior Vice President, General Counsel and Corporate Secretary of ESAB. He has served as Corporate Secretary since April 2022 after previously serving as ESAB’s General Counsel, and earlier was Corporate Secretary of Colfax (now Enovis) beginning in February 2011. He holds a B.A. in Philosophy and Political Science from Washington University in St. Louis, a J.D. from the University of Pennsylvania Carey Law School, and a Certificate in Business and Public Policy from The Wharton School. Age 43 as of ESAB’s FY2024 10-K. ESAB delivered strong 2024 performance: core sales $2.6B, core adjusted EBITDA $510.7M, core adjusted FCF $320.5M, and 1-year TSR of 49.3% (vs S&P 500 at 23.3%). Annual incentive funding achieved 104.5% based on company metrics.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ESAB Corporation | Senior Vice President, Corporate Secretary; previously General Counsel | Apr 2022–Present | Leads legal, governance; supported post-spin public company build-out and M&A execution |
| Colfax Corporation (now Enovis) | Corporate Secretary (progressive roles) | Feb 2011–Apr 2022 | Led corporate governance and transactions at former parent through separation |
| Hogan Lovells LLP | Associate (securities, governance, M&A, capital markets) | Not disclosed | Advised on complex corporate transactions and compliance |
| Schulte Roth & Zabel LLP | Associate | Not disclosed | Early legal career in NYC focused on corporate law |
External Roles
- None disclosed in company filings for public-company directorships or external board roles.
Fixed Compensation
Multi-year total compensation for Curtis E. Jewell (NEO) as disclosed:
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $422,475 | $463,500 | $482,040 |
| Bonus (sign-on/retention) | $281,250 | — | — |
| Stock Awards (RSUs/PSUs grant-date FV) | $827,792 | $524,470 | $585,437 |
| Option Awards (grant-date FV) | $117,767 | $168,761 | $186,270 |
| Non-Equity Incentive Plan (Annual Bonus) | $408,524 | $512,432 | $409,442 |
| All Other Compensation | $46,191 | $59,511 | $67,875 |
| Total | $2,103,999 | $1,728,674 | $1,731,064 |
Perquisites and benefits (2024 examples): financial planning $1,545; long-term disability premiums $5,329; group term life $682; executive physical $650.
Performance Compensation
Annual Incentive (EIP) design and 2024 outcomes:
| Component | Weight / Target | Performance / Result |
|---|---|---|
| Company measures (CFF): Adjusted EBITDA | 50% | Achieved $505M vs target $497M → 59% weighted contribution |
| Net Sales (as adjusted) | 30% | Achieved $2.57B vs target $2.63B → 26% weighted contribution |
| Working Capital Turns | 20% | Achieved 5.7 vs target 5.8 → 19% weighted contribution |
| Weighted Company Financial Factor (CFF) | — | 104.5% |
| Individual Performance Factor (IPF) – Jewell | — | 115% |
2024 Jewell EIP payout calculation:
| Input | Value |
|---|---|
| Base Salary | $486,720 |
| Target Bonus % | 70% |
| Target Bonus $ | $340,704 |
| CFF Applied | 104.5% |
| Bonus Before IPF | $356,036 |
| IPF | 115% |
| Final EIP Payout | $409,442 |
Long-Term Incentives (structure and 2024 grants):
- Mix: 50% PRSUs; 25% time-based RSUs; 25% stock options (3-year ratable vest for options/RSUs; PRSUs cliff-vest after 3-year performance period). 2024 PRSU metrics: adjusted EPS with +/-20% relative TSR modifier vs S&P 400 Industrials.
- 2024 grant details for Jewell:
| Grant Date | Award | Units / Options | Exercise Price | Grant-Date FV |
|---|---|---|---|---|
| 2/22/2024 | PRSUs (target) | 4,160 | — | $390,291 |
| 2/22/2024 | RSUs | 2,080 | — | $195,146 |
| 2/22/2024 | Stock Options | 5,742 | $93.82 | $186,270 |
Historical LTI targeting:
- 2023 annual LTI target value for Jewell: $675,000 (50% PRSUs, 25% RSUs, 25% options).
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of Dec 31, 2024 / Mar 18, 2025):
- Beneficial ownership: 46,241 shares (<1% of outstanding).
- Unvested time-based RSUs at 12/31/2024: 11,555 units (market value $1,385,907 at $119.94).
- Unearned PRSUs at 12/31/2024 (target): 14,630 units (market/payout value $1,754,722 at threshold valuation basis).
- Options outstanding (selected lines):
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 2/22/2024 | — | 5,742 | $93.82 | 2/21/2031 |
| 3/8/2023 | 2,568 | 5,138 | $61.32 | 3/7/2030 |
| 5/11/2022 | 4,656 | 2,329 | $47.34 | 5/11/2029 |
| 2/21/2028 | 4,894 | — | $55.96 | 2/21/2028 |
| 2/23/2027 | 6,570 | — | $46.94 | 2/23/2027 |
| 2/24/2026 | 3,960 | — | $33.49 | 2/24/2026 |
| 3/7/2025 | 5,044 | — | $41.63 | 3/7/2025 |
Vesting schedules (key RSU tranches for Jewell as of 12/31/2024):
| RSU Tranche | Units | Vesting Pattern (start) |
|---|---|---|
| Grant 2/17/2022 | 1,313 | 3-year ratable beginning 2/17/2023 |
| Grant 5/12/2022 | 795 | 3-year ratable beginning 5/12/2023 |
| Grant 5/12/2022 (promotion) | 5,466 | 3-year ratable beginning 5/12/2025 |
| Grant 3/8/2023 | 1,901 | 3-year ratable beginning 3/8/2024 |
| Grant 2/22/2024 | 2,080 | 3-year ratable beginning 2/22/2025 |
Performance share units:
- 2022 PRSUs certified at 200% of target for both Adjusted EBITDA % and Adjusted FCF Conversion; vesting in May 2025 (capped at 400% of grant-date price per share).
Insider selling/vesting cadence indicators:
- 2024 activity: options exercised 4,224 shares; stock vested 3,718 shares (value realized $156,035 options; $367,804 stock).
- Multiple RSU tranches vest annually through 2027; PRSUs from 2022 vest May 2025 (potential supply event).
Ownership policies and pledging/hedging:
- Executive stock ownership guideline: EVP/SVP = 3x base salary; must retain 50% of net shares until met.
- Anti-hedging and anti-pledging policies; no pledging permitted (grandfathered pre-spin shares excluded); as of the proxy date, no directors or executive officers had pledged ESAB shares.
Deferred compensation:
- ESAB NQDC plan balance (12/31/2024): $322,413; 2024 deferrals $35,459; company contributions $38,968; earnings $46,736. 2023 year-end balance $201,250; deferrals $31,419; company contributions $32,521.
Employment Terms
Severance and change-in-control protections (letter agreement + plans):
- Executive Officer Severance Plan (for Jewell): on termination without cause or for good reason (outside CIC), lump sum = 1x base salary + pro rata target bonus for year of termination.
- Change-in-Control Agreement (double-trigger): upon termination without cause or resignation for good reason within 2 years after (or 3 months before) a CIC, lump sum = 2x base salary + 2x target annual bonus; equity treated per plan; standard confidentiality, non-compete, non-solicit, and non-disparagement covenants. No tax gross-ups; 280G cutback elected if beneficial.
- Potential payouts (assumed 12/31/2024, stock $119.94):
| Scenario | Cash | Equity Acceleration | NQDC | Total Selected Elements |
|---|---|---|---|---|
| CIC + qualifying termination | $1,654,848 (2x salary + 2x target bonus) | Options $620,256; PRSUs $1,754,722; RSUs $1,385,907 | $322,413 | Illustrative subtotal $3.76M equity + $1.65M cash + NQDC $0.32M |
| Termination without cause/good reason (non‑CIC) | $486,720 salary; $340,704 pro rata target bonus | — | — | $827,424 cash (illustrative) |
Clawbacks and risk controls:
- Dodd-Frank compliant clawback (recoup incentive comp upon restatement); independent Compensation Committee oversight; no option repricing; minimum 1‑year vesting (5% carve-out).
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: annual cash bonus tied to Adjusted EBITDA, Net Sales, Working Capital Turns (CFF 104.5% in 2024), with individual performance overlay; long-term alignment via PRSUs (EPS with rTSR modifier), RSUs and options.
- Year-over-year: 2024 EIP payout lower vs 2023 for Jewell ($409k vs $512k), consistent with lower overachievement vs 2023’s 142% CFF and IPF (110%).
- Governance-friendly features: no hedging/pledging; no CIC excise tax gross-up; double-trigger equity/benefits; no option repricing; robust ownership guidelines.
Say-on-Pay, Peer Group, and Shareholder Feedback
- Say-on-Pay approval: 98% support at 2024 annual meeting.
- 2024 peer group (examples): Acuity Brands, ESCO Technologies, Flowserve, IDEX, ITT, Kennametal, Lincoln Electric, Nordson, Pentair, Regal Rexnord, Snap-on, SPX Technologies, Timken, Watts Water.
Performance & Track Record
- Company outcomes under current leadership (FY2024): core adjusted EPS $5.06; core adjusted EBITDA $510.7M; core sales $2.6B; adjusted free cash flow $320.5M; 1-year TSR 49.3% (beats S&P 500 23.3%).
- Strategic execution: 2024 acquisitions (Sager S.A.; ESAB Bangladesh Private Limited; SUMIG Soluções para Solda e Corte Ltda.) aligned with platform expansion.
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no pledges by executives; clawback policy in place.
- No option repricing; capped PRSU payouts; double-trigger CIC.
- Related party transactions: The 2025 proxy discloses a suite rental with Washington Commanders tied to a director’s outside interest; no related person transactions disclosed involving Jewell.
Investment Implications
- Alignment: Jewell’s compensation is predominantly at-risk and aligned to earnings growth and relative TSR via PRSUs; ownership policy and anti-hedging/pledging strengthen alignment. Upcoming vesting (notably May 2025 PRSU vest) and annual RSU/option vests could create periodic selling pressure, though insider policies mitigate speculative trading.
- Retention/CIC: Standardized severance (1x) and double-trigger CIC (2x salary+bonus) economics are moderate vs peers, balancing retention with shareholder protections; no gross-ups reduce governance risk.
- Performance linkage: 2024 incentives paid near target (CFF 104.5%, IPF 115%) amidst strong TSR and cash generation; 2024 PRSU redesign to EPS with rTSR modifier heightens sensitivity to shareholder returns and execution on earnings quality.
Note: All figures and policies are as disclosed in ESAB’s filings cited above.
