Kenneth Gaglione
HUDSON TECHNOLOGIES INC /NYAbout Kenneth Gaglione
Kenneth Gaglione is Chairman of the Board, President, and Chief Executive Officer of Hudson Technologies (effective November 24, 2025), and was appointed to the Board concurrently; he previously served as Hudson’s VP–Operations (2020–2023) and held senior roles at Honeywell’s Advanced Materials/Fluorine Products business . He holds a B.S. in Chemistry (SUNY) and an MBA in Marketing (UC Irvine) , is age 64 , and re-joined Hudson with a two-year employment agreement featuring a 12‑month non‑compete and severance/accelerated vesting protections aligned to performance and continuity . Company performance context: revenues and EBITDA have normalized from 2022’s peak; see tables below for last eight quarters and last three fiscal years. TSR per Hudson’s Pay‑Versus‑Performance table rose sharply through 2023 before retracing in 2024, indicating cyclicality in end‑market conditions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hudson Technologies | Vice President – Operations | 2020–2023 | Led strategic production initiatives, advanced supply chain/planning, oversaw external services positioning for sustained growth . |
| Honeywell International (Advanced Materials/Fluorine Products) | Global Marketing Director (aftermarket refrigerants); earlier Global Business Director – Aerosol & Solvents; Senior Marketing Manager – Refrigerants; Global Product Manager/Senior Marketing Manager – Structural Enclosures | 2011–2020 | Oversight of aftermarket distribution/sales/business development and strategic planning for HFO/HFC refrigerant product lines; IP strategy participation . |
| Rohm and Haas (Electronic Materials) | Business development/technical marketing | Prior to 2011 | Specialty chemicals/electronic packaging materials experience . |
| Ciba‑Geigy (Photopolymers) | Technical marketing | Prior to 2011 | Specialty chemicals experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leading European private equity firm (unnamed) | Consultant evaluating refrigerant/HVAC opportunities | 2024–2025 | Sector diligence and opportunity evaluation . |
Board Governance
- Appointment: Director effective November 24, 2025; not appointed to any Board committees at time of appointment .
- Leadership structure: Hudson combines CEO and Chairman roles; Board mitigates with a Lead Independent Director (Vincent Abbatecola), fully independent Audit and Compensation Committees, and majority‑independent Nominating/Governance committee .
- Attendance: Board held six meetings in FY2024; no incumbent director attended fewer than 75% of Board and committee meetings .
- Policy environment: Company maintains an Insider Trading Policy with anti‑hedging provisions; hedging/derivative transactions by directors/executives are prohibited .
Dual‑role implications: CEO+Chairman concentration is balanced by the Lead Independent Director and independent committees; investors should monitor independent sessions and committee oversight continuity as Gaglione transitions into the combined role .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2025 (Agreement) |
|---|---|---|---|---|
| Base Salary ($) | $267,308 | $276,542 | $358,004 | $695,000 (annual) |
| Target Annual Bonus (% of Base) | — | — | — | 75% |
Notes:
- Base salaries for executive group were increased for 2023; Gaglione’s base increased from $278,100 to $350,000 per Compensation Committee decision (his 2023 Summary Compensation reflects $358,004 paid) .
Performance Compensation
Annual Bonus Outcomes
| Year | Benchmark/Metrics | Actual Achievement | Payout to Gaglione |
|---|---|---|---|
| 2020 | Compliance with loan covenants | Achieved | $30,000 cash; $20,000 five‑year option grant (23,810 sh @ $1.60) |
| 2022 | Company financial metrics (100% based) | Achieved (full pool established) | $300,000 cash; $245,000 three‑year option grant (66,757 sh @ $10.09) |
| 2023 | Company financial metrics (Benchmarks) | Achieved at 20–25% | $130,000 cash (retired Dec 14, 2023; bonus paid entirely in cash) |
Equity Awards and Vesting
| Grant Year | Grant Date | Type | # Options | Strike | Term | Vesting | Grant Fair Value |
|---|---|---|---|---|---|---|---|
| 2020 | Sep 14, 2020 | Non‑qualified | 135,135 | $1.23 | 5 years | 50% at grant; 50% at first anniversary | — (disclosed as grant terms) |
| 2022 | Mar 1, 2023 | Non‑qualified | 66,757 | $10.09 | 3 years | Per plan; portions vested by Mar 1, 2024 (see exercises) | $245,000 |
| 2025 | Nov 24, 2025 | Non‑qualified (initial CEO grant) | — (Black‑Scholes value set) | — | 5 years | 50% at first anniversary; 50% at second anniversary | ≥ $695,000 Black‑Scholes value |
Option exercises (2023): Gaglione exercised multiple tranches in 2023, realizing $983,373, $250,957, $199,104, and $68,427 respectively .
Equity Ownership & Alignment
| Item | As of | Detail |
|---|---|---|
| Total Beneficial Ownership (shares) | Apr 16, 2024 | 108,382 shares (includes 33,378 options exercisable at $10.09) |
| Option Holdings (select) | Dec 31, 2023 | 33,378 options exercisable @ $10.09 (exp. 3/1/2026) |
| Hedging/Pledging Policy | Current | Company prohibits hedging transactions; insider trading policy enforced |
Note: 2025 beneficial ownership not disclosed in FY2025 proxy (record date prior to appointment); ownership will update with future filings .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term | Two years from Nov 24, 2025; auto‑renews for successive one‑year terms unless notice ≥90 days before expiration |
| Base/Bonus | Base salary $695,000; target annual bonus ≥75% of base (Comp Committee discretion) |
| Equity | Initial five‑year option (≥$695,000 Black‑Scholes), vests 50% at year 1 and 50% at year 2 |
| Severance | Upon termination without cause, non‑renewal, or for Good Reason: 12 months base + benefits; pro‑rata bonus (highest in prior 3 years, subject to performance); COBRA‑aligned benefits; accelerated vesting of equity and extended exercisability (subject to option term/409A) |
| Non‑Compete/Non‑Solicit | 12‑month non‑compete and non‑solicit post‑employment; strong confidentiality/IP covenants and clawback of severance upon breach |
| Sick Leave | Up to 120 days; ≥75% salary continuation beyond 8 weeks; Disability/separation mechanics tied to 409A compliance |
Company Performance Context
Recent financials for context on pay‑for‑performance alignment:
Quarterly Revenues and EBITDA (last 8 quarters)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | $44,856,000* | $65,250,000* | $75,282,000* | $61,943,000* | $34,643,000* | $55,343,000* | $72,849,000* | $74,012,000* |
| EBITDA ($) | $6,214,000* | $14,218,000* | $14,378,000* | $8,593,000* | $(1,201,000)* | $4,672,000* | $14,274,000* | $15,394,000* |
Annual Revenues and EBITDA (last 3 fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $325,225,000* | $289,025,000* | $237,118,000* |
| EBITDA ($) | $137,486,000* | $83,954,000* | $35,988,000* |
Values retrieved from S&P Global.*
TSR context (Pay‑Versus‑Performance table): Value of a fixed $100 investment in Hudson rose to $1,376.53 by 2023 before declining to $557.14 in 2024; peer Russell 2000 shifted from $118.36 (2020) to $133.52 (2024), highlighting mean reversion and sector cyclicality .
Investment Implications
- Alignment: The 2025 CEO package (base $695k; 75% target bonus; staged five‑year option vesting) ties incentives to tenure and execution, with 12‑month non‑compete and severance/accelerated vesting supporting retention and continuity through cyclical demand .
- Pay‑for‑performance: Hudson’s bonus framework is benchmarked to company financial metrics; Gaglione’s FY2023 payout reflected the 20–25% achievement level, consistent with downturn discipline . Prior awards (2022) combined cash and options during peak performance, while 2023 exercises indicate monetization amid shifting fundamentals .
- Governance risk control: CEO+Chairman concentration is offset by Lead Independent Director and independent committees; monitor independent sessions and Compensation Committee oversight as strategy pivots under new leadership .
- Trading signals: Prohibition of hedging/derivatives reduces misalignment risk; watch forthcoming Section 16/Form 4 filings post‑appointment for grant sizing and any selling pressure as new options vest . Cyclical revenue/EBITDA normalization (FY2022→FY2024) and TSR retracement underscore sensitivity to refrigerant pricing and reclaim volumes; execution on supply chain/product mix under Gaglione’s prior operational track record is the lever to restore margins .