Kathleen Houghton
HUDSON TECHNOLOGIES INC /NYAbout Kathleen Houghton
Kathleen L. Houghton, age 52, is Director and Senior Vice President – Sales & Marketing at Hudson Technologies. She joined Hudson in November 2014 (Director of Marketing), was promoted to Vice President – Sales & Marketing in May 2019, and to SVP in December 2023; she also joined the Board in October 2023. Her credentials include 30+ years in industrial manufacturing marketing, an MBA from Boston University, and Bachelor’s degrees in Mechanical Engineering (Hons) and Commerce (Marketing) from Monash University (Australia) . Company pay-versus-performance disclosures highlight EBITDA and stock price as key performance measures used to align executive pay, with cumulative TSR far above Russell 2000 through 2023 but lower in 2024; EBITDA was $137.5M (2022), $86.3M (2023), and $36.9M (2024) . Revenue and EBITDA trends over the last three fiscal years are shown below.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hudson Technologies | Senior Vice President – Sales & Marketing | Dec 2023–present | Leads sales and marketing strategy; supports transition to lower-GWP refrigerants . |
| Hudson Technologies | Vice President – Sales & Marketing | May 2019–Dec 2023 | Drove distribution and reclamation growth; industry education initiatives . |
| Hudson Technologies | Director of Marketing | Nov 2014–May 2019 | Built marketing capabilities and market positioning . |
| Kidde-Fenwal / United Technologies | Director of Marketing, Global Suppression | 16 years | Global product/market leadership in suppression; deep industrial expertise . |
| C&M Corporation | Vice President, Marketing | Not disclosed | Industrial manufacturing marketing leadership . |
| Safety Hi-Tech USA | Vice President, Sales & Marketing | Not disclosed | Sales & marketing leadership in safety tech . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed | — | — | No public-company boards or external roles disclosed in proxy . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 286,785 | 357,535 | 385,000 |
| Non-Equity Incentive (Cash Bonus) ($) | 310,000 | 104,000 | 145,000 |
| Option Awards ($) | 245,000 | 56,000 | — |
| All Other Compensation ($) | 1,623 | 1,623 | 1,623 |
| Total ($) | 843,408 | 519,158 | 531,623 |
- 2024 bonus pool earned totaled $822,000; Houghton’s cash award was $145,000 .
- Base salaries were frozen in 2024 at 2023 levels; Houghton’s was $385,000 .
Performance Compensation
Equity awards
| Award | Grant date | Shares/Options (#) | Exercise price ($) | Term/Expiration | Vesting schedule | Fair value ($) |
|---|---|---|---|---|---|---|
| Stock options (bonus in options) | 2/27/2024 | 9,444 | 14.89 | 2/27/2027 | Vested 2/27/2025 (one-year cliff) | 56,000 |
| Long-term performance stock options | 3/13/2025 | 72,477 | 5.95 | Five-year option; vest test 12/31/2027 | Cliff vest contingent on BOTH: EPS growth 8% CAGR (2025–2027) from $0.52 to ≥$0.65 AND HDSN stock price outperformance vs Russell 2000 (12/31/2024–12/31/2027) | Not disclosed |
Annual bonus mechanics (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company financial metrics (earnings-focused) | Not disclosed | Target opportunity $859,000 (plan table reference) | Pool earned $822,000 | $145,000 cash to Houghton | Cash (paid in 2025) |
- Performance measures used to link pay with performance include EBITDA, stock price, and net income .
- No RSU/PSU grants were made to Named Executives in 2024; equity was delivered via options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 335,871 shares (incl. options exercisable within 60 days of 4/17/2025) . |
| Ownership % of shares outstanding | <1% . |
| Options exercisable (Dec 31, 2024) | 120,000 @ $0.75 (exp 12/19/2029); 47,619 @ $1.60 (exp 3/12/2026); 50,888 @ $3.81 (exp 2/24/2027); 66,757 @ $10.09 (exp 3/1/2026); 4,722 @ $14.89 (exp 2/27/2027) . |
| Options unexercisable (Dec 31, 2024) | 4,722 @ $14.89 (vested 2/27/2025) . |
| Pledging/hedging | Anti-hedging policy prohibits collars, forward sales, and trading in derivatives; no pledging disclosed . |
| Ownership guidelines | Not disclosed . |
Insider selling pressure: Near-term incremental exercisability occurred on 2/27/2025 when the remaining 4,722 options vested; performance options granted 3/13/2025 are subject to 2027 cliff vesting, limiting near-term vest-driven sale pressure .
Employment Terms
| Provision | Houghton terms (Amended & Restated Agreement dated 9/30/2019) |
|---|---|
| Non-compete | 12 months in the United States post-termination . |
| Severance (without cause or good reason) | 12 months continuation of base salary and benefits; lump-sum equal to highest bonus paid in prior 3 years, pro-rated to termination date, subject to performance criteria . |
| Illustrative severance (as of 12/31/2024) | Salary+bonus $940,000; benefits $1,623 . |
| Sick leave | Up to 120 days; at least 75% of salary continuation . |
| Change-of-control | No separate change-of-control multiple disclosed; no accelerated vesting terms disclosed for Houghton . |
| Clawback | Company-wide clawback adopted per Exchange Act Rule 10D-1; recoup incentive comp upon material restatement . |
Board Governance
- Board service: Director since October 2023; term expires at the 2026 annual meeting .
- Committee roles: Member, Environmental, Health, Safety, Sustainability & Public Policy Committee .
- Independence: Not independent (executive officer). Independent directors: Abbatecola, Bulgarino, Mansy, Parrillo, Prouty .
- Attendance: All incumbent directors attended ≥75% of Board and committee meetings in FY2024; Board held 6 meetings .
- Board leadership and dual-role implications: CEO also serves as Chairman; lead independent director (Abbatecola) chairs executive sessions and key committees to mitigate concentration of power . Houghton’s dual role (executive + director) limits independence; compensation and nominations are overseen by independent committees .
- Director compensation: Executive directors (Coleman, Houghton) did not receive additional director compensation in 2024/2023 . Standard non-employee director pay includes $50,000 annual cash, $10,000 committee chair cash, and two $50,000 equity/cash components post-ASM .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | 325,225,000* | 289,025,000* | 237,118,000 |
| EBITDA ($USD) | 137,486,000* | 83,954,000* | 35,988,000* |
Values retrieved from S&P Global.
Asterisks denote values without document citations.
| Capital allocation and liquidity | Q1 2025 | Q2 2025 |
|---|---|---|
| Cash ($USD) | 81,000,000 | 84,300,000 |
| Debt | No debt | No debt |
| Share repurchases ($USD) | 4,500,000 YTD (to Q1) | 2,700,000 in Q2 |
- Houghton’s operating commentary emphasizes demand dynamics during the cooling season and the long-term opportunity in reclamation as HFCs phase down under the AIM Act; the team promotes field recovery practices and technician education to grow reclaimed supply .
Compensation Structure Analysis
- Mix shift: 2024 compensation delivered primarily as salary + cash bonus; 2024 NEOs did not receive RSUs/PSUs, and Houghton’s equity was via options (2024 bonus-in-options; 2025 long-term performance options) .
- Performance orientation: 2025 long-term options install stricter performance gates—8% EPS CAGR and relative TSR vs Russell 2000—before vesting in 2027 (dual-trigger performance conditions) .
- Governance controls: Independent Compensation Committee; external consultant (Dolores J. Ennico) engaged—fees $97,400 in 2024; independence assessed (no conflict) .
- Director compensation independence: Executive directors (including Houghton) not paid for board service, reducing double-pay risk .
Risk Indicators & Red Flags
- Dual-role governance: Executive officer serving on the Board reduces independence; mitigated by lead independent director and independent committees .
- Hedging/pledging: Hedging prohibited; no pledging disclosed .
- Option practices: No repricing disclosed; 2024 options were standard grants with one-year vest and three-year term; 2025 options include strict performance conditions .
- Severance economics: 1x salary+benefits plus highest prior bonus (pro-rated); no explicit change-of-control multiple or automatic acceleration disclosed for Houghton .
Equity Ownership & Options Detail (as of 12/31/2024)
| Category | Quantity | Strike ($) | Expiration |
|---|---|---|---|
| Exercisable options | 120,000 | 0.75 | 12/19/2029 |
| Exercisable options | 47,619 | 1.60 | 3/12/2026 |
| Exercisable options | 50,888 | 3.81 | 2/24/2027 |
| Exercisable options | 66,757 | 10.09 | 3/1/2026 |
| Exercisable options | 4,722 | 14.89 | 2/27/2027 |
| Unexercisable options (vested 2/27/2025) | 4,722 | 14.89 | 2/27/2027 |
| Beneficial ownership (incl. exercisable opts) | 335,871 shares; <1% of class | — | — |
Board Service History & Director Compensation
- Board tenure: Director since October 2023; term through 2026 .
- Committee memberships: Environmental, Health, Safety, Sustainability & Public Policy .
- Chair roles: None disclosed .
- Attendance: ≥75% in FY2024 .
- Independence: Not independent (executive) .
- Director pay: No additional pay for executive directors; non-employee structure summarized above .
Say-on-Pay & Compensation Peer Group
- Say-on-pay frequency and approval: Annual advisory vote proposed in 2025; Board recommends “1 Year” frequency .
- Benchmarking: Compensation Committee used survey and market peer group data via consultant; peer composition not disclosed. Pay-vs-performance peer index for TSR comparison is Russell 2000 .
Investment Implications
- Pay-for-performance alignment: 2025 long-term options install meaningful performance gates (EPS growth and relative TSR vs Russell 2000) with 2027 cliff vest—positive alignment and deferred vesting reduces near-term selling pressure .
- Governance and independence: Houghton’s executive/director dual role limits independence, but lead independent director and committee structure mitigate concentration risk; executive directors not double-paid for board service .
- Retention economics: Severance at ~1x salary + highest bonus (pro-rated) and 12-month non-compete provide retention leverage without outsized change-of-control benefits; no automatic equity acceleration disclosed for Houghton—moderate shareholder-friendly posture .
- Performance backdrop: Revenues and EBITDA declined 2022–2024 as industry transitioned; Houghton’s remit focuses on reclamation growth and technician education, which should benefit as reclaimed mandates expand; robust cash/no debt and buybacks indicate capital flexibility supporting compensation-linked value creation (see tables above) .