Matthew Liebowitz
Element SolutionsAbout Matthew Liebowitz
Matthew Liebowitz is Executive Vice President, Strategy and Head of Industrial & Specialty (I&S) at Element Solutions Inc. He joined ESI in April 2015 and was promoted to his current role in February 2024; he is 36 years old and holds a B.S. in Finance from the University of Maryland . Company operating performance during his recent tenure includes record adjusted EBITDA of $147 million in Q3 2025 (+3% YoY) on net sales of $656 million (+2% reported, +5% organic), and I&S adjusted EBITDA up 3% YoY to $45 million; full-year 2025 guidance was tightened to adjusted EBITDA of $545–$550 million and adjusted FCF of ~$280 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Element Solutions Inc | EVP, Strategy & Head of Industrial & Specialty | Feb 2024–present | Leads I&S segment; enterprise strategy responsibilities . |
| Element Solutions Inc | SVP, Strategy & Integration | Jun 2021–Feb 2024 | Strategy deployment, corporate development, integration . |
| Element Solutions Inc | VP, Strategy & FP&A | Jan 2019–Jun 2021 | FP&A leadership and capital planning . |
| Element Solutions Inc | Director, Global FP&A | Apr 2017–Jan 2019 | Global planning and forecasting . |
| Element Solutions Inc | Associate Director, Special Projects | Nov 2015–Apr 2017 | Special projects across strategy/capital markets . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nomura | Investing/Research Analyst | Prior to Apr 2015 (years not disclosed) | Sell-side perspective and analytical foundation . |
| UBS Investment Bank | Investing/Research Analyst | Prior to Apr 2015 (years not disclosed) | Capital markets and research experience . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Notes |
|---|---|---|---|
| 2024 | 540,833 | 75% policy for EVP roles (Fricke, Liebowitz) | Base salary rate as of Apr 1, 2024: $550,000 . |
| 2024 Annual Cash Bonus (Actual) |
|---|
| $531,007 |
Performance Compensation
Annual Bonus Plan (2024) – Metrics, Targets, Outcomes
| Metric | Weighting | Threshold | Target | Stretch/Max | Actual | Payout Impact |
|---|---|---|---|---|---|---|
| Pre-bonus Adjusted EBITDA (Corporate) | Not explicitly disclosed | $455m | $535m | $630m (200% payout) | $580m | Company bonus pool at 135% . |
| Adjusted EPS (Individual Objective) | Not explicitly disclosed | — | $1.40 | — | $1.44 | Individual objective payout capped at 125% . |
| Combined Outcome for NEOs | — | — | — | — | — | Approx. 129% of target for Liebowitz . |
Long-Term Incentives (LTI) – 2024 Grants and Design
| Instrument | Grant Date | Target Shares/Units | Grant-Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| PRSUs | 1/19/2024 | 25,333 | 566,699 | 3-year performance to 12/31/2026; 50% CC Adj. EBITDA CAGR (3.5%/5.0%/8.0% = 50%/100%/200% payout) and 50% CRI (37.6%/38.2%/38.8% = 50%/100%/200%); up to 200% shares; dividend equivalents accrue . |
| RSUs | 1/19/2024 | 12,665 | 283,316 | Time-based; 1/3 on Feb 13, 2025/2026/2027; dividend equivalents accrue . |
Recent design changes: For 2025 PRSUs, CRI was replaced by adjusted EPS, and a relative TSR modifier vs. the ESI Peer Group was added to both underlying PRSU metrics (modifier can adjust payouts ±50%) .
Outstanding Equity and Vesting Cadence (as of 12/31/2024)
| Award Type | Grant Date | Unvested/Unearned Units (#) | Market/Payout Value ($) | Key Vesting Dates |
|---|---|---|---|---|
| RSUs | 1/19/2024 | 12,665 | $322,071 | 2/13/2025, 2/13/2026, 2/13/2027 (1/3 each) . |
| PRSUs | 1/19/2024 | 25,333 | $644,218 | Performance period ends 12/31/2026 . |
| RSUs | 2/13/2023 | 6,706 | $170,534 | 2/13/2024, 2/13/2025, 2/13/2026 (1/3 each) . |
| PRSUs | 2/13/2023 | 20,122 | $511,702 | Performance period ends 12/31/2025 . |
| RSUs | 2/15/2022 | 2,388 | $60,727 | 2/15/2023, 2/15/2024, 2/15/2025 (1/3 each) . |
| PRSUs | 2/15/2022 | 14,331 | $364,437 | Performance period ended 12/31/2024 . |
| Executive Stretch PRSUs (5-year) | 2022 | 210,000 | $5,340,300 | Targets: Adjusted EPS $2.72 by 12/31/2026 and 5-year TSR growth; single active “stretch” program . |
2024 realized vesting (pre-tax): PRSU 15,088 ($350,042), RSU 3,354 ($77,813), RSU 2,389 ($55,425), RSU 1,734 ($41,373) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 107,353 shares; <1% of class (based on 242,504,073 shares outstanding as of Apr 7, 2025) . |
| Stock Ownership Guidelines | Officers must hold 2x base salary; each NEO exceeded required levels as of proxy date . |
| Pledging/Hedging | Insider Trading Policy prohibits hedging and short sales; directors/officers advised to exercise caution on margin/pledging; table notes none of the listed beneficial holdings are pledged . |
| Options | No stock option holdings disclosed for Liebowitz; no NEO stock option grants since 2020 . |
| Upcoming Vesting Supply | RSUs vest 2/13/2026 and 2/13/2027 (from 2024 grant); PRSUs potentially settle 12/31/2025 and 12/31/2026 (subject to performance); 2022 stretch PRSUs run to 12/31/2026 . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; pay determined by plans/committee; annual salary review, no guaranteed increases . |
| CIC Agreement | Double-trigger; if terminated without cause/for good reason within 6 months pre- to 2 years post-CIC: cash severance = 2x (base salary + target bonus) for NEOs; CEO at 3x; no excise tax gross-up . |
| Non-Compete/Restrictive Covenants | 18-month post-termination non-compete and confidentiality; breach negates/recoups payments . |
| Clawback | Executive Officer Clawback Policy adopted in 2023; applies to cash and equity incentive comp upon restatement; awards also subject to clawback under plan terms . |
Estimated CIC Payments (if terminated in covered window; 12/31/2024 assumptions)
| Component | Amount ($) |
|---|---|
| Salary multiple | 1,100,000 |
| Bonus multiple | 825,000 |
| LTI Awards valuation | 7,413,989 |
| Total | 9,338,989 |
Performance & Track Record (context for I&S leadership)
| Metric | Q3 2024 | Q3 2025 | YoY |
|---|---|---|---|
| Net Sales ($m) | 643 | 656 | +2% (reported); +5% organic . |
| Net Income ($m) | 40 | 39 | -3% . |
| Adjusted EBITDA ($m) | 143 | 147 (record) | +3% . |
| Adjusted EBITDA Margin (%) | 22.1% | 22.4% | +30 bps . |
| I&S Adjusted EBITDA ($m) | 44 | 45 | +3% . |
2025 guidance: Adjusted EBITDA $545–$550 million; adjusted free cash flow ≈$280 million .
Compensation Structure Analysis
- Cash vs equity mix (2024): Salary $540,833; bonus $531,007; equity grant-date fair value $850,015; all other comp $39,354; total $1,961,209 – majority at-risk via bonus and equity, consistent with pay-for-performance .
- LTI design tightens alignment: 2025 PRSUs add relative TSR modifier and swap CRI for adjusted EPS, raising external relative accountability while maintaining internal financial rigor .
- No option repricing or tax gross-ups; no new NEO options since 2020; robust clawback and ownership rules reduce risk .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; no pledged shares disclosed for Liebowitz .
- Golden parachute features: Double-trigger only; NEO multiple 2x (salary+target bonus); no excise tax gross-up – shareholder-friendly market terms .
- Option repricing: None; no NEO option grants since 2020 .
Equity Ownership & Outstanding Awards Detail (as of 12/31/2024)
| Category | Shares/Units |
|---|---|
| Beneficially owned (common) | 107,353 |
| Unvested RSUs (2024/2023/2022) | 12,665 / 6,706 / 2,388 |
| Unearned PRSUs (2024/2023/2022) | 25,333 / 20,122 / 14,331 |
| Exec Stretch PRSUs (5-year, 2022) | 210,000 |
| Options (exercisable/unexercisable) | None disclosed for ML |
Additional Governance and Policy Notes
- Ownership guidelines: Officers at 2x salary; each NEO exceeded requirements as of proxy date .
- Grant timing: Consistent annual February timing to avoid opportunistic awards .
Investment Implications
- Alignment: High equity orientation (PRSUs/RSUs 100% equity-settled) and formal ownership guidelines, with no pledging/hedging, indicate strong alignment with long-term shareholders .
- Retention risk vs selling pressure: Material unvested equity through 2026 (including the 210,000-unit five-year stretch PRSUs) creates strong retention hooks; however, visible RSU vesting dates (Feb 2026/2027) and potential PRSU settlements (Dec 2025/2026) can produce episodic insider selling pressure around vest windows .
- Event risk economics: Double-trigger CIC severance (2x salary+target bonus) plus accelerated equity value (~$7.4m LTI valuation in the CIC table) yields ~$9.3m total potential payout for Liebowitz, which is meaningful but within market norms; terms are shareholder-friendly (no gross-up) and include 18-month non-compete .
- Execution: I&S segment growth of +3% adjusted EBITDA in Q3 2025 within a mixed macro backdrop supports his operating execution; consolidated record adjusted EBITDA and raised guidance bolster confidence in bonus and LTI attainment trajectories into 2026 (particularly tied to adjusted EBITDA and EPS) .
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