Olivier Biebuyck
About Olivier Biebuyck
Olivier Biebuyck is President, Fabrication Technology at ESAB, serving in this role since January 2023 and with ESAB since May 2017; he is 54 years old and holds a master’s degree in commercial engineering from Solvay Business School at Brussels University . ESAB’s 2024 performance underpinning executive incentives included core adjusted EBITDA of $510.7M, core sales of $2.6B, adjusted free cash flow of $320.5M, and 49.3% one‑year TSR, highlighting strong pay-for-performance linkages across annual and long-term plans .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ESAB | President, Fabrication Technology | Jan 2023–present | Leads global fabrication technology segment execution and growth |
| ESAB | President, EMEA | Apr 2021–Jan 2023 | Ran EMEA operations; senior global leadership roles |
| ESAB | VP/GM, Filler Metals | May 2017–Apr 2021 | P&L leadership; product portfolio and margin execution |
| Honeywell | VP/GM, Electronics Materials | Jul 2015–Apr 2017 | Managed materials business; operational and commercial execution |
| Honeywell | Chief Marketing Officer, Process Solutions | 2013–2015 | Led commercial strategy and go-to-market for industrial solutions |
| Lafarge | Executive (multiple P&L roles) | Prior to 2013 | Business unit leadership; operations and profitability |
| McKinsey & Company | Senior management consultant | Prior to Lafarge | Strategy, performance improvement advisory |
External Roles
No public company directorships or external board roles disclosed for Biebuyck in ESAB’s filings .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $482,500 | $522,885 | $540,750 |
| Annual merit/structure notes | Post‑Separation base set for increased scope | — | 4.0% increase vs 2023 |
Promotion letter terms (effective Feb 1, 2023): at‑will employment; base salary set at $525,000; target bonus 75% of base; promotion RSU grant $200,000 vesting 33⅓% annually; annual equity target 190% of base ($1,000,000) subject to performance and affordability .
Performance Compensation
Annual Incentive Plan (EIP) design and 2024 outcomes:
- Corporate metrics and weightings: Adjusted EBITDA 50%, Net Sales (as adjusted) 30%, Working Capital Turns 20%
- Corporate performance factor (CFF) 2024: 104.5%
- Individual Performance Factor (IPF) for Biebuyck: 110%
- Target bonus percentage: 75% of base salary
- Bonus paid 2024: $470,721
| Component | Weight/Target | Threshold | Target | Max | 2024 Actual | Payout impact |
|---|---|---|---|---|---|---|
| Net Sales (as adjusted) | 30% | $2.37B | $2.63B | $2.89B | $2.57B | 26% contribution to CFF |
| Adjusted EBITDA | 50% | $447M | $497M | $546M | $505M | 59% contribution to CFF |
| Working Capital Turns | 20% | 5.2 | 5.8 | 6.4 | 5.7 | 19% contribution to CFF |
| Weighted aggregate CFF | — | — | — | — | 104.5% | Basis for bonus calc |
Long‑Term Incentives (LTI):
- 2024 annual grant value for Biebuyck: $1,000,000 (50% PRSUs, 25% RSUs, 25% stock options)
- 2024 grant details: PRSUs target 5,583; RSUs 2,792; Options 7,707 at $93.82 exercise price; grant date fair values $523,797 (PRSUs), $261,945 (RSUs), $250,015 (options)
- PRSU performance design: 2024 grants based on adjusted EPS with ±20% modifier for relative TSR vs S&P 400 Industrials; prior PRSUs (2022–2023) based on Adjusted EBITDA% and Adjusted FCF Conversion with annual minima
- 2022 promotion PRSUs vest in May 2025; both metrics paid at 200% of target (subject to 400% per‑share cap)
Equity Ownership & Alignment
Policies and alignment:
- Robust ownership guidelines: EVP/SVP level required holdings equal to 3× base salary; retention of 50% of vested equity until threshold met
- Hedging and pledging prohibited; no executive pledging outstanding as of proxy date
- Clawback policy compliant with NYSE Rule 10‑D‑1; recovery of erroneously awarded incentive-based compensation upon restatement
Beneficial ownership as of March 18, 2025:
- Shares beneficially owned: 52,972 (less than 1% of outstanding)
- Shares outstanding: 60,622,272
Vested vs unvested equity (as of Dec 31, 2024):
| Holding | Quantity | Value/Terms |
|---|---|---|
| Unvested RSUs | 18,062 | $2,166,356 market value at $119.94/share |
| Unearned PRSUs (target) | 19,839 | $2,379,490 payout value at $119.94/share (at target) |
| Options outstanding (series) | 7,707 unexercisable @ $93.82 exp 2/21/2031; 3,805/7,611 @ $61.32 exp 3/7/2030; 5,674/2,837 @ $47.34 exp 5/11/2029; 7,440 @ $55.96 exp 2/21/2028; 8,826 @ $46.94 exp 2/23/2027 |
Insider trading plan and potential selling pressure:
- On Dec 13, 2024, Biebuyck adopted a Rule 10b5‑1 trading plan to sell up to 16,266 shares between Mar 13, 2025 and Dec 31, 2025, all to be acquired via option exercises, indicating pre‑scheduled monetization of options .
Employment Terms
Employment and bonus targets:
- At‑will employment; 2023 promotion letter confirms base $525,000; target bonus 75% of base; $200,000 promotion RSU; annual equity target $1,000,000 (190% of base) .
Severance and change‑in‑control economics:
- Executive Officer Severance Plan (for NEOs other than CEO): lump sum equal to 1× base salary plus pro rata target annual incentive for termination without cause/for good reason (no enhanced CIC benefits under this plan) .
- Change‑in‑Control Agreement: double‑trigger; upon termination without cause/for good reason within two years after (or three months before) a change in control, lump sum equals 2× base salary + 2× target annual cash bonus; equity treated per award terms (PRSUs deemed earned at greater of target or actual immediately prior to CIC; time‑based awards accelerate unless assumed/substituted) .
Estimated payments for Biebuyck (assuming event on Dec 31, 2024):
| Scenario | Cash severance | Incentive | Equity acceleration (Options) | Equity acceleration (PRSUs) | Equity acceleration (RSUs) | NQDC Balance |
|---|---|---|---|---|---|---|
| Termination without cause/good reason | $546,000 | $409,500 (pro rata target) | — | — | — | — |
| CIC + qualifying termination | $1,911,000 | — | $853,430 | $2,379,490 | $2,166,356 | $807,368 |
Other compensation/perquisites (FY 2024):
| Item | Amount |
|---|---|
| Company 401(k)/Deferred plan match & contribution | $71,079 |
| Financial planning | $10,000 |
| Long-term disability premiums | $7,387 |
| Group term life insurance | $766 |
| Executive physical | $910 |
| Total other comp | $90,142 |
Deferred compensation (FY 2024):
- Executive deferrals $74,445; company contributions $50,379; earnings $89,381; year‑end balance $807,368 .
Multi‑Year Compensation Summary
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $482,500 | $522,885 | $540,750 |
| Stock awards (RSUs/PRSUs) ($) | $1,082,304 | $993,966 | $785,743 |
| Option awards ($) | $143,495 | $250,010 | $250,015 |
| Non‑equity incentive comp ($) | $496,163 | $643,900 | $470,721 |
| All other compensation ($) | $69,494 | $82,527 | $90,142 |
| Total ($) | $2,596,456 | $2,493,288 | $2,137,371 |
Compensation Structure Analysis
- At‑risk pay orientation: 2024 LTI mix 50% PRSUs, 25% RSUs, 25% options; PRSUs tied to adjusted EPS with rTSR modifier, reinforcing linkage to long‑term shareholder value .
- Annual bonus governance: objective financial metrics with capped payouts; committee retains discretion to reduce/eliminate payouts; 2024 CFF 104.5% and Biebuyck IPF 110% yielded payout below prior year, aligning with corporate results .
- Benchmarking: Compensation peer group includes LECO, SPXC, IEX, ITT, RRX, NDSN, TKR, etc.; FW Cook engaged as independent advisor; peer list reviewed annually with no 2024 changes .
- Say‑on‑pay support: 98% approval at 2024 annual meeting, indicating shareholder endorsement of pay design .
Risk Indicators & Red Flags
- Selling pressure: 10b5‑1 plan to sell up to 16,266 shares in 2025 from option exercises introduces predictable supply; monitor execution and market impact .
- CIC acceleration: Substantial equity acceleration under CIC (approx. $5.4M across PRSUs/RSUs/options at 12/31/2024) elevates M&A transaction costs and potential dilution risk .
- Governance mitigants: Anti‑hedging/anti‑pledging policies; no pledging by executives; clawback policy in place; no option repricing without shareholder approval .
Equity Ownership & Alignment Details
| Category | Policy/Status |
|---|---|
| Ownership guideline | EVP/SVP 3× base salary; retain 50% of net vested shares until met |
| Hedging/pledging | Prohibited; no shares pledged by executives/directors as of proxy |
| Options structure | 3‑year ratable vest; 7–10 year terms; exercise prices set at grant FMV; no repricing permitted without shareholder approval |
Investment Implications
- Alignment: Biebuyck’s pay is meaningfully performance‑based (EIP tied to EBITDA/sales/WC turns; PRSUs linked to EPS with rTSR), and policies on ownership, hedging, pledging, and clawbacks support shareholder alignment .
- Retention: Executive Officer Severance Plan provides moderate protection (1× salary + pro rata bonus), while CIC terms (2× salary + 2× bonus plus equity acceleration) are competitive; retention appears adequate with balanced protections .
- Trading signal: The 2025 10b5‑1 plan indicates expected option exercises/sales; investors should factor potential supply from up to 16,266 shares into near‑term float dynamics and monitor filings for execution cadence .
- M&A sensitivity: Equity acceleration under CIC could raise transaction costs and increase dilution, relevant for event‑risk scenarios .
