Scott A. King
About Scott A. King
Scott A. King (age 50) is President and Chief Executive Officer of The Gorman-Rupp Company and has served as a director since 2021. He joined Gorman-Rupp Pumps USA in 2004 and advanced through operations leadership roles (Manufacturing Manager, Director of Manufacturing, Vice President of Operations, General Manager, COO) before becoming CEO effective January 1, 2022. The Board has separated the Chairman and CEO roles since his appointment, supporting independence and oversight. Company performance under his tenure shows revenue rising and profitability improving, with closing share price at $37.92 on 12/31/24 (vs. $44.55 on 12/31/21 and $25.62 on 12/31/23) and compensation programs explicitly linked to operating income and working capital efficiency .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Gorman-Rupp Company | President & Chief Executive Officer | 2022–present | Led execution with Board Chair/CEO roles separated, enabling clear governance and focus on operational performance . |
| Gorman-Rupp Pumps USA | Manufacturing Manager → Director of Manufacturing → VP Operations → General Manager → Chief Operating Officer | 2004–2021 | Drove manufacturing/operations leadership and deep domain expertise across product, customer, and competitive landscape . |
| Fortune 500 diversified industrial manufacturers | Various roles (pre-GRC) | Pre-2004 | Built broad industrial operating experience prior to joining GRC . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hydraulic Institute | Past Chairman, Board of Directors | n/d | Industry leadership role . |
| Regional Manufacturing Coalition | Past President | n/d | Regional manufacturing advocacy/leadership . |
Company Performance (context for pay-for-performance)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 378,316,000* | 521,027,000* | 659,511,000* | 659,667,000* |
| Operating Income ($) | 39,229,000* | 39,025,000* | 85,460,000* | 89,684,000* |
| EBITDA ($) | 51,143,000* | 60,183,000* | 113,956,000* | 117,581,000* |
| Net Income ($) | 29,851,000* | 11,195,000* | 34,951,000* | 40,115,000* |
| Note: Values retrieved from S&P Global.* |
Share price reference points (for context): 12/31/21: $44.55; 12/31/23: $25.62; 12/31/24: $37.92 .
Fixed Compensation
| Year | Base Salary ($) | Profit Sharing Bonus ($) | Change in Pension Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 500,000 | 390,000 | — | 9,698 | 1,712,818 |
| 2023 | 583,333 | 537,900 | 75,629 | 10,986 | 1,707,848 |
| 2024 | 683,333 | 572,542 | 35,416 | 13,470 | 1,954,761 |
- Program design highlights: no employment contracts; annual profit sharing based on operating income; modest perquisites (taxable life insurance, company contributions to 401(k)/ESPP/HSA/Christmas Savings). Hedging/short sales/derivatives/margin/pledging are prohibited .
Performance Compensation
Long-Term Incentives (PSUs and RSUs)
| Grant Date | Vehicle | Metric(s) | Weighting | Performance Period | Vesting | King Award Detail |
|---|---|---|---|---|---|---|
| 2/22/2024 | PSUs | Adj. operating income growth; average operating working capital to sales | 67%; 33% | 1/1/2024–12/31/2025 | Cliff vest 12/31/2026 (service + performance) | Threshold 5,506; Target 11,013; Max 16,519 PSUs . |
| 2/22/2024 | RSUs | Service-based | — | — | Vests in equal annual installments over 3 years | 6,883 RSUs . |
| 2/22/2023 | PSUs | Adj. operating income growth; average operating working capital to sales | 67%; 33% | 1/1/2023–12/31/2024 | Cliff vest 12/31/2025 (service + performance) | Committee determined performance exceeded maximum; scheduled payout at 150% (15,727 shares for King) . |
| 2/24/2022 | PSUs | Adj. operating income growth; shareholders’ equity growth | 50%; 50% (per prior plan design) | 1/1/2022–12/31/2023 | Vested 12/31/2024 | Achieved above maximum goals; reflected at max in table . |
Vesting realized in 2024: King acquired 7,699 shares on vesting in 2024 (value realized $279,896) .
Annual Incentives (Profit Sharing)
- Formula: annual pool sized by Company operating income; allocation informed by prior history and progress assessments; CEO award reviewed/approved by Compensation Committee and Board .
Policy Safeguards
- Clawback policy (including in the event of a financial restatement) is on file as an exhibit to the 2024 10-K .
- Insider trading policy with pre-clearance, blackout windows; hedging/shorting/derivatives/margin/pledging prohibited .
2024 Grants of Plan-Based Awards
| Name | Grant Date | PSU Threshold (#) | PSU Target (#) | PSU Max (#) | RSUs (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Scott A. King | 2/22/2024 | 5,506 | 11,013 | 16,519 | 6,883 | 650,000 |
Equity Ownership & Alignment
- Beneficial ownership: 39,969 shares as of February 1, 2024; represents less than 1% of shares outstanding .
- Outstanding unvested awards at 12/31/2024:
- RSUs: 6,883 (2/22/2024 grant); 4,660 (2/22/2023); 5,370 (2/24/2022) .
- PSUs (unearned): 5,506 (2024 grant at threshold; vests 12/31/2026 subject to performance/service); 15,727 (2023 grant at 150% max; vests 12/31/2025 subject to service); 9,243 (2022 grant reflected at max; vested 12/31/2024) .
- Market values (12/31/2024 close $37.92): RSUs $261,003 (2024), $176,707 (2023), $203,630 (2022); PSUs $208,788 (2024, threshold), $596,368 (2023, max), $350,495 (2022, max) .
- Ownership policy: executives must hold stock worth 1x–3x base salary; sales generally restricted until compliance. Prohibitions on hedging, shorting, derivative transactions, margin, and pledging of Company stock .
- Director pay: employee directors (including King) receive no director compensation; non-employee directors compensated via cash retainers and equity .
Employment Terms
- No employment contracts with executive officers; compensation overseen by independent Compensation Committee, with annual peer market assessments .
- Change-in-control: double trigger applies. If awards are assumed/replaced, vesting accelerates only upon qualifying termination or resignation for good reason within two years post-CIC. If not assumed, options/SARs fully vest; restrictions lapse on other awards. Performance awards convert to target RSUs at CIC, per plan terms .
- Post-employment estimated value of unvested equity (as of 12/31/2024): CIC + qualifying termination $1,690,208; death/disability $1,203,077; retirement $887,277 .
- Pension: legacy defined benefit plan closed to new entrants; King participates. Prior disclosed present value: $388,019 (2021 measurement); $354,777 (2020). 2024 plan assumptions disclosed; vesting after 5 years .
Board Governance (dual-role implications)
- Board committees (2024): all members independent; Audit (Chair: Sonja K. McClelland), Compensation (Chair: Vincent K. Petrella), Governance & Nominating (Chair: Donald H. Bullock Jr.). Committees met 5/6/5 times, respectively, in 2024 .
- Lead Independent Director in place; employee directors do not serve on committees. King is management (non-independent) director .
- CEO/Chair roles are separated (Chairman: Jeffrey S. Gorman), explicitly to delineate responsibilities and governance oversight .
Director Compensation (for context; King receives none as an employee director)
- 2024 non-employee director compensation: $55,000 cash retainer; $90,000 stock; additional chair/lead independent retainers ($10,000–$15,000) .
Compensation Structure Analysis
- Mix shifting toward variable pay: King’s profit-sharing bonus rose from $390,000 (2022) to $572,542 (2024) while stock grant fair value moved from $813,120 (2022) to $650,000 (2024), indicating continued emphasis on at-risk compensation aligned to operating results and multi-year PSU performance .
- Strong performance linkage: 2023–2024 PSU cycle achieved above maximum on both adjusted operating income growth and average operating working capital to sales, leading to a 150% payout schedule (subject to continued service) .
- Safeguards: double-trigger CIC, robust clawback, prohibition on pledging/hedging, no employment contracts, and stock ownership guidelines collectively reduce misalignment and windfall risk .
Investment Implications
- Pay-for-performance appears well-aligned: profit-sharing is tied to operating income, and PSUs use operating income growth and working capital efficiency—both achieved above maximum in the 2023–2024 cycle—supporting high incentive realizations if service conditions are met .
- Near-term supply from vesting: King has 2023 PSUs scheduled to vest 12/31/2025 at 150% (15,727 shares) and RSUs vesting annually through 2026, which can create periodic insider selling pressure around vest events (subject to policy windows) .
- Retention and CIC risk moderated: absence of employment contracts but meaningful unvested equity (CIC + qualifying termination estimate $1.69M) supports retention while double-trigger reduces immediate CIC windfalls .
- Alignment and governance: modest direct ownership (under 1%), but strong ownership/anti-hedging/anti-pledging policies and a separated Chair/CEO structure with fully independent committees mitigate independence concerns from his dual role as CEO and director .
Note: All compensation, governance, and equity details above are sourced from the company’s DEF 14A and related disclosures. Financial performance values marked with an asterisk are retrieved from S&P Global.*