John Capps
Element SolutionsAbout John Capps
John E. Capps (age 60) is Executive Vice President, General Counsel and Company Secretary of Element Solutions Inc (ESI). He joined ESI in May 2016 after senior legal and administrative roles at Jarden and prior law firm experience at Sullivan & Cromwell; he holds a J.D. from the University of Texas and a B.A./M.B.A. from Vanderbilt University . In October 2024, he announced his intention to retire from his current role in 2025 and agreed to remain Of Counsel thereafter, signaling a managed transition rather than an abrupt departure . Company performance context during his tenure: 2024 was characterized as a record year with net sales up 5% to $2.46B, adjusted EBITDA up 11% to $535M (13% cc), and free cash flow of $294M, while ESI also executed portfolio optimization and reduced debt costs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Element Solutions Inc | EVP, General Counsel and Company Secretary | 2016–present | Senior legal, governance and corporate secretary leadership during period of portfolio actions, leverage reduction, and record 2024 results |
| Jarden Corporation | EVP – Administration, General Counsel and Secretary | Through Apr 2016 (Jarden merged with Newell) | Executive legal and administrative leadership at a Fortune 500 consumer products company pre-merger |
| American Household, Inc. | Legal role | 2003–2005 (acquired by Jarden Jan 2005) | Contributed to legal function through acquisition integration period |
| Sullivan & Cromwell LLP | Attorney (private practice) | Pre-2003 | Top-tier corporate law training foundational to GC responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships or committee roles disclosed for Capps |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 556,250 | 576,800 | 595,504 |
| Target Bonus (% of salary) | 100% (GC) | 100% (GC) | 100% (GC) |
| Actual Annual Bonus Paid ($) | 319,200 | 122,304 | 772,210 |
| All Other Compensation ($) | 20,326 | 23,954 | 57,351 (incl. dividend equivalents $35,571; life insurance $1,080; 401(k) $20,700) |
Performance Compensation
Annual Bonus (2024 design and results)
| Component | Metric | Weight | 2024 Target | 2024 Actual/Outcome | Payout Effect |
|---|---|---|---|---|---|
| ESI Bonus Pool | Pre-bonus Adjusted EBITDA* | 25% | $535M | $580M | Pool set at 135% |
| ESI/Business Pool (GC uses ESI) | Pre-bonus Adjusted EBITDA* | 50% | $535M | $580M | Included in above 135% pool |
| Individual Performance | Adjusted EPS* | 25% | $1.40 | $1.44 | Capped at 125% |
| Resulting Bonus Payout vs Target (Capps) | Composite | — | — | — | ~129% of target |
*Non-GAAP metrics per Appendix A of proxy .
Long-Term Incentive (LTI) structure
- Mix: 67% PRSUs, 33% RSUs (3-year cycle) .
- 2024 PRSU metrics and vesting (end of 2026): 50% 3-year constant-currency Adjusted EBITDA CAGR (Threshold 3.5%, Target 5.0%, Stretch 8.0), 50% CRI (Threshold 37.6%, Target 38.2%, Stretch 38.8); 50–200% payout range .
- 2025 change: Replace CRI with Adjusted EPS; add relative TSR modifier (50–150%) vs ESI Peer Group; each of the two PRSU metrics (Adj. EPS, cc Adj. EBITDA CAGR) weighted 50% .
Capps – 2024 grants
| Grant Type | Grant Date | Target/Units | Max/Units | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PRSUs (EBITDA CAGR, CRI) | 1/19/2024 | 17,882 | 35,764 | 400,020 |
| RSUs (time-based) | 1/19/2024 | 8,940 | — | 199,988 |
| Annual Bonus Target ($) | 2024 | 599,872 (100% of base) | 1,199,744 (200%) | — |
Vesting schedules:
- RSUs: one-third on Feb 13, 2025/2026/2027 for 2024 grant; one-third on Feb 13, 2024/2025/2026 for 2023 grant; one-third on Feb 15, 2023/2024/2025 for 2022 grant .
- PRSUs: 2024 grant vests based on performance at 12/31/2026; 2023 grant at 12/31/2025; 2022 3-year PRSUs at 12/31/2024; separate 2022 five-year “stretch” PRSUs (Adj. EPS and TSR) at 12/31/2026 .
Stock options:
| Grant Date | Exercisable (Dec 31, 2024) | Strike ($) | Expiration |
|---|---|---|---|
| 2/19/2020 | 39,146 | 12.25 | 2/19/2030 |
| 2/20/2019 | 33,719 | 11.34 | 2/20/2029 |
| 2/21/2017 | 21,695 | 13.30 | 2/21/2027 |
| 5/31/2016 | 25,615 | 9.52 | 5/31/2026 |
- SOP vesting cadence for these grants was one-third annually in earlier periods (fully vested by 12/31/2024) .
2024 vesting activity:
- Shares vested (value realized pre-tax, PRSUs/RSUs): PRSU 32,918 ($763,698); RSU 3,354 ($77,813); RSU 2,866 ($66,491); RSU 3,783 ($90,262) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 7, 2025) | 687,464 total shares (567,289 shares + 120,175 rights to acquire); <1% of shares outstanding |
| Pledging/Hedging | Company policy prohibits hedging/short sales; directors and officers advised against pledging; none of the listed beneficial holdings are pledged |
| Ownership Guidelines | Officers required to hold 2x salary; all NEOs, including Capps, exceed guidelines as of the proxy date |
| Unvested RSUs at 12/31/24 | 8,940 (2024) $227,344; 6,706 (2023) $170,534; 2,865 (2022) $72,857; total $470,735 at $25.43/share |
| Unvested PRSUs at 12/31/24 (target) | 17,882 (2024) $454,739; 20,122 (2023) $511,702; 17,197 (2022 3-yr) $437,320; 120,000 (2022 5-yr “stretch”) $3,051,600; total $4,455,361 at $25.43/share (sum of cited line items) |
Note: Next potential equity supply events include RSU tranches on 2/13/2025 and 2/13/2026/2027 and PRSU performance vestings at 12/31/2025 and 12/31/2026 (including the large 2022 stretch PRSU) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | None; compensation set annually by Compensation Committee; no guaranteed increases |
| Change-in-Control (CIC) | Double-trigger; 2x salary + 2x target bonus for NEOs (non-CEO) upon qualifying termination from 6 months pre- to 2 years post-CIC; no tax gross-ups |
| Non-Compete/Confidentiality | 18-month non-compete and confidentiality obligations tied to CIC severance eligibility |
| Potential CIC Payments (as of 12/31/2024) | Salary $1,199,744; Bonus $1,199,744; LTI acceleration value $4,926,096; Total $7,325,584 (excludes generally available benefits) |
| Clawback | Executive Officer Clawback Policy adopted in 2023 (SEC/NYSE compliant) covering incentive comp; LTI awards subject to recoupment |
| Insider Trading Policy | Insider Trading Policy on file (Exhibit 19.1 to 2024 Annual Report) |
Compensation Committee and Governance Context
- Committee members/leadership: Compensation Committee chaired by Michael F. Goss; members Ian G.H. Ashken and Susan W. Sofronas; fully independent .
- Use of consultants: No compensation consultant engaged by the Committee in 2024 .
- Pay philosophy: Approximately 78% of NEO total compensation is performance-based on average; heavy use of quantitative financial metrics (Adj. EBITDA, Adj. EPS, CRI) .
- 2025 LTI changes reflect investor feedback: replacing CRI with Adj. EPS and applying a TSR modifier vs the ESI Peer Group .
- 2024 Say-on-Pay approval: ~78% .
Investment Implications
- Alignment and retention: Capps exceeds stock ownership guidelines and is barred from hedging/pledging, reinforcing alignment; however, he announced his intent to retire in 2025 and will move to Of Counsel, which reduces near-term retention risk but triggers leadership transition considerations in the legal/corporate secretary function .
- Potential selling/vesting pressure: Multiple scheduled vesting events through 2027 and sizeable performance-based awards slated for potential vesting at 12/31/2025 and 12/31/2026 (notably the 120,000-share 2022 “stretch” PRSU) could create episodic supply if shares are sold to cover taxes or liquidity needs; actual realizations are performance- and policy-dependent .
- Pay-for-performance integrity: Annual bonus tied to above-target 2024 results (ESI Adj. EBITDA pool at 135%; Adjusted EPS at ~145% but capped at 125%), yielding a ~129% payout for the GC—consistent with a quantitative, rules-based plan design and robust operating performance .
- Change-in-control economics: Double-trigger protection at 2x salary and target bonus (no gross-ups) with equity acceleration provides competitive, but not excessive, protections; includes 18-month post-termination non-compete to safeguard franchise value .
- Governance signals: Clawback, ownership requirements, and hedging/pledging prohibitions are shareholder-friendly; 2025 LTI shift to Adj. EPS and relative TSR should tighten pay/TSR linkage and may improve Say-on-Pay outcomes over time if execution sustains .
Key data sources: 2025 DEF 14A (Apr 18, 2025) and 8-K (Oct 4, 2024) for retirement disclosure.
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