Carey Dorman
Element SolutionsAbout Carey J. Dorman
Carey J. Dorman, age 36, is Executive Vice President and Chief Financial Officer of Element Solutions Inc, serving as CFO since March 2019 after prior roles in treasury, investor relations, and corporate development at ESI; he holds dual bachelor’s degrees in Engineering and Economics from Brown University and previously worked at Taconic Capital Advisors (2013–2015) and Goldman Sachs (2011–2013) . Under the current leadership team, ESI’s FY 2024 revenue and net income improved to $2,456.9M and $244.2M from $2,333.2M and $118.1M in FY 2023, respectively ; the Pay vs. Performance disclosure shows cumulative ESI TSR rising to 230.9 in 2024 (from a 2019 year-end $100 base), with TSR outperformance vs. peers over the last four years . Adjusted EBITDA rose in FY 2024 to $509.3M* versus $431.7M* in FY 2023, contextualizing higher variable pay alignment with improved performance (see Performance Context) *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Element Solutions Inc | EVP, Chief Financial Officer | Mar 2019 – Present | Oversees capital markets, FP&A, investor relations; executive certifications of controls and reporting . |
| Element Solutions Inc | Corporate Treasurer & VP, Investor Relations | Feb 2018 – Mar 2019 | Strengthened capital markets and investor messaging; succession path to CFO . |
| Element Solutions Inc | Senior Director, Corporate Development | Apr 2017 – Feb 2018 | M&A integration and corporate development . |
| Element Solutions Inc | Director, Corporate Development | Apr 2015 – Apr 2017 | Corporate development initiatives . |
| Taconic Capital Advisors | Investment professional | 2013 – 2015 | Buy-side perspective; capital allocation insights . |
| Goldman Sachs & Co. | Investment banking professional | 2011 – 2013 | Transaction execution, markets perspective . |
External Roles
No public company directorships or external board roles disclosed for Mr. Dorman in the 2025 proxy .
Fixed Compensation
Multi-year cash and total compensation (from Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 485,000 | 556,250 | 605,000 |
| Target Bonus % of Salary | — | — | 100% (Annual Bonus Plan target) |
| Actual Annual Bonus Paid ($) | 285,000 | 120,750 | 791,685 |
| All Other Compensation ($) | 20,287 | 24,093 | 57,166 |
| Total Compensation ($) | 1,540,305 | 1,701,097 | 2,653,867 |
Notes:
- Base salary rate as of April 1, 2024: $615,000 (vs. $605,000 paid in 2024) .
- All Other Compensation in 2024 includes $35,386 of cash dividend equivalents paid upon vesting, life insurance, and 401(k) contributions .
Performance Compensation
Annual Bonus Plan (2024)
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Short-term incentive | Adjusted EBITDA (Company) | Not disclosed; “mainly based on adjusted EBITDA” | $615,000 target; $1,230,000 max | $791,685 | Actual dollar payout reported; plan allows up to 200% of target | Paid typically in Q1 following the performance year . |
| Short-term incentive | Adjusted EPS (Individual performance) | Not disclosed | Included in target above | Included in payout above | — | Same as above. |
Long-Term Incentives (LTI) — 2024 Grants
| Award Type | Grant Date | Units/Target | Grant Date FV ($) | Performance Metrics (Weighting) | Targets | Vesting |
|---|---|---|---|---|---|---|
| RSUs (time-based) | 1/19/2024 | 17,881 | 399,998 | — | — | Vests 1/3 on Feb 13, 2025/2026/2027 . |
| PRSUs (performance-based, target) | 1/19/2024 | 35,763 | 800,018 | 3-yr constant-currency Adjusted EBITDA CAGR (50%); CRI (50%) | EBITDA CAGR Target 5.0%; CRI Target 38.2%; threshold 50%/max 200% of target | Cliff vest after 3-year period on Dec 31, 2026, subject to performance . |
Additional LTI program structure:
- 2024 mix: 67% PRSUs / 33% RSUs; PRSUs pay 0–200% of target, RSUs vest in equal thirds over 3 years .
- 2025 design change: CRI replaced by adjusted EPS; TSR modifier added relative to ESI peer group, retaining EBITDA CAGR metric .
- No stock option grants to NEOs since 2020 .
Recent Vesting and Realized Value (2024)
| Award | Shares Vested (2024) | Value Realized ($) |
|---|---|---|
| PRSU (earned) | 31,548 | 731,914 |
| RSU tranches | 5,589; 3,583; 3,625 | 129,665; 83,126; 86,493 |
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 7, 2025)
| Item | Amount |
|---|---|
| Shares owned (direct + indirect) | 195,503 (includes 194,858 directly and 645 by spouse) |
| Rights to acquire (60 days) | 60,704 |
| Total beneficial ownership | 256,207 |
| % of shares outstanding | <1% (of 242,504,073 shares) |
| Shares pledged as collateral | None |
| Ownership guideline | 2x base salary for officers |
| Compliance | Each NEO exceeded applicable ownership level (CEO 19x; Dorman included in “each NEO”) |
Outstanding Equity Awards at Year-End 2024 (Dorman)
| Type | Grant Date | Status | Quantity | Reference Details |
|---|---|---|---|---|
| RSUs (unvested) | 1/19/2024 | Unvested | 17,881 | Vests 1/3 annually through 2027 . |
| RSUs (unvested) | 2/13/2023 | Unvested | 11,178 | Vests 1/3 annually through 2026 . |
| RSUs (unvested) | 2/15/2022 | Unvested | 3,582 | Vests 1/3 annually through 2025 . |
| PRSUs (target) | 1/19/2024 | In cycle (to 12/31/2026) | 35,763 | EBITDA CAGR/CRI metrics . |
| PRSUs (target) | 2/13/2023 | In cycle (to 12/31/2025) | 33,535 | EBITDA CAGR/CRI . |
| PRSUs (target) | 2/15/2022 | Concludes 12/31/2024 | 21,497 | EBITDA CAGR/CRI . |
| PRSUs (target) | 2/15/2022 | In cycle (to 12/31/2026) | 320,000 | Adjusted EPS & Company TSR . |
| Stock Options (exercisable) | 2/19/2020 | Exercisable | 31,690 @ $12.25; exp 2/19/2030 | — |
| Stock Options (exercisable) | 3/15/2019 | Exercisable | 19,380 @ $10.59; exp 3/15/2029 | — |
| Stock Options (exercisable) | 2/20/2019 | Exercisable | 9,634 @ $11.34; exp 2/20/2029 | — |
Alignment and policies:
- Hedging and short sales are prohibited; pledging discouraged (and no pledges disclosed for NEOs) .
- Equity grants follow a consistent annual calendar; no NEO option grants since 2020 .
Employment Terms
- Change-in-Control (CIC) Agreements: Double-trigger; cash severance capped at 3x salary+target bonus for CEO and 2x for other NEOs; no tax gross-ups .
- Potential CIC termination payments as of Dec 31, 2024 (illustrative, not predictive): For Dorman — Salary $1,230,000; Bonus $1,230,000; LTI valuation $11,276,577; Total $13,736,577 .
- No cash severance shown for termination without cause/good reason outside CIC in the tabular disclosure (dashes shown) .
- Clawback Policy: Adopted 2023; recoupment of cash and equity incentive comp in connection with financial restatements; LTI awards are subject to clawback .
- Pensions/Deferred Comp: No pension benefits or nonqualified deferred compensation programs for NEOs .
- Insider Trading Policy and Financial Officer Code of Ethics in place; waivers must be disclosed .
- ESPP: 2024 ESPP exists; no NEO enrollment at time of proxy .
Performance Context
Financial Performance – Last 8 Quarters
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($) | 573.4M | 575.0M | 612.7M | 645.0M | 624.2M | 593.7M | 625.2M | 656.1M |
| EBITDA ($) | 108.9M* | 118.1M* | 136.3M* | 138.3M* | 120.5M* | 114.6M* | 132.5M* | 139.4M* |
| Net Income ($) | 77.1M | 56.0M | 93.2M | 40.3M | 54.7M | 98.0M | 47.4M | 39.3M |
Financial Performance – Last 3 Fiscal Years
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 2,549.4M | 2,333.2M | 2,456.9M |
| EBITDA ($) | 496.1M* | 431.7M* | 509.3M* |
| Net Income ($) | 187.2M | 118.1M | 244.2M |
Values with asterisks (*) retrieved from S&P Global.
Additional governance/performance indicators:
- NEO pay is ~78% variable on average (2024), with emphasis on performance alignment .
- 2024 Say-on-Pay support ~78%; 2025 PRSUs redesigned (added adjusted EPS and TSR modifier) following investor feedback .
Investment Implications
- Pay-for-performance alignment: Dorman’s variable pay rose as revenue and earnings improved in 2024; with PRSUs tied to EBITDA growth and (from 2025) adjusted EPS and a TSR overlay, future realized pay is sensitive to multi-year operating and market performance .
- Retention and vesting overhang: Multi-year RSU tranches vest annually through 2027 and sizeable PRSU targets remain in-cycle (including a large 2022 PRSU grant), which may create periodic supply from vesting but also strengthens retention; no pledging mitigates alignment risk .
- Change-in-control economics: Double-trigger and 2x salary+bonus cash multiple (no gross-ups) are in market range; as of 12/31/24, modeled CIC termination value for Dorman was $13.7M driven by equity acceleration, highlighting equity sensitivity to stock performance and potential deal scenarios .
- Ownership alignment: Beneficial ownership of ~256K shares/rights and compliance with a 2x salary ownership guideline support alignment; hedging prohibited and pledging discouraged/none disclosed .
- Execution signals: CFO certifications, programmatic clawback, and measured shifts in LTI metrics (EPS+TSR modifier) indicate governance responsiveness; near-term incentive mix keeps focus on EBITDA/EPS delivery while TSR moderation reduces windfalls from volatility .