Kevin Johnson
About Kevin Johnson
Kevin Johnson is Executive Vice President and Chief Financial Officer of ESAB, serving since May 2019 and leading finance, tax, treasury, IT, and investor relations; he is an Australian CPA with a BSS from Queen’s University Belfast, an MAcc from Macquarie University, and an MBA from Hasselt University . He was 49 years old as of ESAB’s FY2024 Form 10‑K, and is signatory as Principal Financial Officer . His 2024 annual bonus was tied to Net Sales, Adjusted EBITDA, and Working Capital Turns (corporate CFF 104.5%), and LTI PRSUs granted in 2024 are based on adjusted EPS with a ±20% modifier on relative TSR vs. the S&P 400 Industrials, aligning pay with performance outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Colfax (now Enovis) | Vice President, Finance | 2017–2019 | Led IR, FP&A, and M&A diligence/integration supporting portfolio transformation . |
| Howden Africa Holdings Ltd. (public company) | CFO and Executive Director | 2011–2018 | Turnaround and operational finance leadership across Africa; nominated for CFO Awards 2015 . |
| Howden Group Ltd (UK) | Financial Systems Director & ERP Programme Director | 2006–2011 | Led global ERP/programme delivery to standardize systems/processes . |
| Howden Australia | Financial Director | 2001–2006 | Regional financial leadership; governance and performance management . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Howden Africa Holdings Ltd. | Executive Director (board seat) | 2011–2018 | Board oversight at a South African public company, enhancing governance and shareholder engagement . |
Fixed Compensation
Summary Compensation – Kevin J. Johnson
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 668,800 | 1,430,140 | 375,006 | 642,985 | 99,002 | 3,215,933 |
| 2023 | 612,850 | 1,107,071 | 356,269 | 791,941 | 34,555 | 2,902,686 |
| 2022 | 541,250 | 1,606,784 | 268,192 | 596,279 | 172,124 | 3,564,629 |
Annual Incentive (EIP) Inputs and Payouts
| Year | Base Salary | Target Bonus % | Corporate CFF | IPF | Executive Bonus Payment |
|---|---|---|---|---|---|
| 2024 | $668,800 | 80% | 104.5% | 115% | $642,985 |
| 2023 | $618,800 | 75% | 142% | 120% | $791,942 |
2024 Grants of Plan-Based Awards (Equity and Options)
| Award Type | Grant Date | Shares (#) | Exercise Price ($/sh) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PRSUs (target) | 2/22/2024 | 8,374 | — | 785,649 |
| RSUs | 1/2/2024 | 2,958 | — | 251,667 |
| RSUs | 2/22/2024 | 4,187 | — | 392,824 |
| Stock Options | 2/22/2024 | 11,560 | 93.82 | 375,006 |
2023 All Other Compensation Detail (illustrative)
| Category | Amount ($) |
|---|---|
| Company 401(k)/Deferred Compensation Match and Contribution | 19,800 |
| Financial Planning Services | 7,375 |
| Long-Term Disability Premiums | 6,511 |
| Group Term Life Insurance (imputed) | 868 |
| Total (matches Summary Compensation) | 34,555 |
Performance Compensation
2024 EIP Performance Metrics and Results
| Measure | Weighting | Threshold | Target | Maximum | Achieved | Contribution to CFF |
|---|---|---|---|---|---|---|
| Net Sales (as adjusted) | 30% | $2.37B | $2.63B | $2.89B | $2.57B | 26% |
| Adjusted EBITDA | 50% | $447M | $497M | $546M | $505M | 59% |
| Working Capital Turns | 20% | 5.2 | 5.8 | 6.4 | 5.7 | 19% |
| Weighted aggregate CFF | — | — | — | — | — | 104.5% |
PRSU Plan Designs
| Grant Year | Primary Metric(s) | Weighting/Modifier | Performance Period and Vesting |
|---|---|---|---|
| 2024 | Adjusted EPS | ±20% TSR modifier vs. S&P 400 Industrials | 3-year performance; cliff-vest upon certification . |
| 2023 | Adjusted EBITDA %; Adjusted FCF Conversion (final year) | 50% / 50% | 3-year performance; annual minimums reduce earned PRSUs by 5% per metric below minimum; cliff-vest at end . |
Equity Ownership & Alignment
Beneficial Ownership (as of March 18, 2025)
| Name | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Kevin J. Johnson | 84,433 | <1% |
Equity Due to Vest or Become Exercisable Within 60 Days (as of March 18, 2025)
| Instrument | Quantity |
|---|---|
| RSUs vesting within 60 days | 5,423 |
| PRSUs vesting within 60 days (earned at target, subject to certification) | 10,858 |
| Options becoming exercisable (within 60 days) | 53,619 |
Outstanding Equity Awards at FY2024 Year-End (select CFO detail)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Options | — | 11,560 | 93.82 | 2/21/2031 |
| Options | 5,422 | 10,846 | 61.32 | 3/7/2030 |
| Options | 10,604 | 5,303 | 47.34 | 5/11/2029 |
| Options | 6,575 | — | 55.96 | 2/21/2028 |
| Options | 7,300 | — | 46.94 | 2/23/2027 |
| Options | 9,139 | — | 33.49 | 2/24/2026 |
| Unvested RSUs | — | 25,519 | — | Market value $3,060,749 at $119.94/sh |
| Unearned PRSUs (target) | — | 31,268 | — | Market/payout value $3,750,284 (at threshold units) |
Vesting cadence: Options vest ratably over three years; 2024 grant vests 1/3 annually through 2/22/2027 . RSUs vest in three annual installments; Johnson’s 2024 RSU tranches begin vesting on 1/2/2025 and 2/22/2025 .
2024 Realized Equity and Option Gains
| Category | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | 5,044 | 420,518 |
| RSUs vested | 6,416 | 644,623 |
Ownership Policies and Restrictions
- Hedging and pledging of ESAB stock are prohibited; the Board reports no current pledging by directors or executive officers .
- Stock ownership guidelines require EVP/SVPs to hold shares equal to 3× base salary; executives must hold 50% of vested shares until guidelines are met (individual compliance status not disclosed) .
Employment Terms
Severance and Change-of-Control Economics (CFO)
| Scenario | Cash Severance | Equity Treatment | NQDC Balance | Illustrative Accelerations (12/31/2024 price $119.94) |
|---|---|---|---|---|
| Termination without cause/good reason | Lump sum: 1× base salary + pro‑rata target bonus | Options remain exercisable for 90 days to extent vested; standard award terms apply | $1,798,288 | — |
| CIC with qualifying termination (double trigger) | Lump sum: 2× base salary + 2× target bonus | Options, PRSUs, and RSUs accelerate per plan terms; PRSUs deemed earned at greater of target or actual at time of CIC unless assumed/substituted | $1,798,288 | Options $1,322,738; PRSUs $3,750,284; RSUs $3,060,749 |
Additional terms: Change-in-control agreements include confidentiality, non-disparagement, non-compete, and non-solicit covenants; severance requires execution and non-revocation of a general release; potential 280G cutback to avoid adverse tax on parachute payments .
Deferred Compensation (ESAB NQDC Plan, FY2024)
| Executive Contributions ($) | Registrant Contributions ($) | Aggregate Earnings ($) | Aggregate Balance at FYE ($) |
|---|---|---|---|
| 60,176 | 66,945 | 301,023 | 1,798,288 |
Performance & Track Record
- Role expansion: Johnson received recognition RSUs on January 2, 2024 when his role expanded to include oversight of ESAB’s global IT function, indicating broader operational scope .
- Audit oversight: As CFO, he certifies financial statements and participates in audit processes reviewed by the Audit Committee, reinforcing control environment quality .
Compensation Structure Analysis
- Cash vs. equity mix: In 2024, equity (RSUs/PRSUs/options) remained a substantial portion of total compensation, consistent with pay-for-performance design .
- Shift in LTI metrics: PRSU design revised in 2024 to emphasize adjusted EPS with TSR modifier, strengthening alignment with shareholder outcomes versus prior EBITDA/FCF conversion metrics .
- Governance safeguards: No option repricing without shareholder approval; anti-hedging/anti-pledging; clawback policy compliant with NYSE Rule 10‑D‑1 covering three prior fiscal years .
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory vote on NEO compensation: For 55,281,104; Against 2,354,537; Abstain 27,102; Broker non‑votes 770,549 — indicating strong shareholder support for pay practices .
Equity Grants and Vesting Schedules (detail for clarity)
- 2024 RSU tranches for Johnson: 2,958 RSUs vesting over 3 years from 1/2/2025; 4,187 RSUs vesting over 3 years from 2/22/2025 .
- 2024 PRSUs: 8,374 target units, 3‑year cliff vest upon certification; performance based on adjusted EPS with TSR modifier .
- Option vesting: 2024 grant 11,560 options at $93.82 vest ratably over 3 years beginning 2/22/2025; legacy grants from 2022–2023 follow similar 3‑year schedules .
Risk Indicators & Red Flags
- No tax gross‑ups on change‑in‑control, severance, or perquisites (other than relocation); investor‑friendly practice .
- Anti‑hedging and anti‑pledging policies enforced; none currently pledged by executives/directors .
- Clawback policy in place for incentive‑based compensation upon restatement (three-year lookback) .
Expertise & Qualifications
- Credentials: Australian CPA; degrees from Queen’s University Belfast (BSS), Macquarie University (MAcc), Hasselt University (MBA) .
Investment Implications
- Compensation alignment: EIP ties to Net Sales, EBITDA, and Working Capital Turns; PRSUs pivot to EPS with a TSR overlay, increasing sensitivity to both operational execution and market-relative performance — favorable for pay-for-performance discipline .
- Near-term vesting and potential liquidity events: Significant equity tranches vesting within 60 days (RSUs, PRSUs) and options becoming exercisable may create episodic insider selling windows; 2024 realized exercises/vestings show active monetization consistent with policy frameworks .
- Retention and CIC protections: Double-trigger CIC with 2× salary+bonus and full accelerations could reduce voluntary attrition risk through uncertain corporate events; however, accelerations increase payout sensitivity to share price at event time .
- Governance quality: Strong shareholder support on say‑on‑pay, anti‑repricing, anti‑hedging/pledging, and a robust clawback policy reduce governance risk and support investor confidence in compensation oversight .
