Michael Whitted
HillenbrandAbout Michael Whitted
J. Michael Whitted is Senior Vice President, Strategy & Corporate Development at Hillenbrand (since June 2018), with 20+ years of M&A experience across SPX/SPX Flow and Bear Stearns; earlier roles included corporate finance/M&A at CIBC World Markets, Bankers Trust, and First Chicago NBD . He is 52 (FY2024) and holds a BBA in Finance & Business Economics from the University of Michigan . His compensation is heavily performance-linked via STIC metrics (Adjusted EBITDA, net revenue/order intake, cash conversion cycle) and LTIC metrics tied to Shareholder Value RSUs and Relative TSR versus the S&P 400 Mid Cap Industrials index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hillenbrand | SVP, Strategy & Corporate Development | Since Jun 2018 | Leads inorganic growth; retention RSU granted in 2024 reflecting critical role integrating acquisitions (Schenck FPM, LINXIS, Herbold Meckesheim, Peerless) . |
| SPX Corporation / SPX Flow | Vice President, Corporate Development | 2001–2015 | Led M&A across diversified industrials . |
| Bear Stearns | Vice President | 1998–2001 | Led corporate finance and M&A advisory; advised on 100+ deals (press release) . |
| CIBC World Markets; Bankers Trust; First Chicago NBD | Corporate finance/M&A roles | Prior to 1998 | Early career in M&A/corporate finance . |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 449,658 | 473,519 | 498,202 |
| Actual STIC (Non-Equity Incentive) | 445,786 | 168,143 | 199,011 |
| Stock Awards (Grant-Date FV) | 751,282 | 879,235 | 2,920,246 |
| All Other Compensation | 54,119 | 63,533 | 63,013 |
- STIC target bonus for FY2024: $373,379; Company performance factor 53.3%; Individual performance factor 100%; Award paid $199,011 .
Performance Compensation
STIC Design and FY2024 Outcome
| Component | FY2024 Detail |
|---|---|
| Metrics | Net revenue (or order intake at Coperion), Adjusted EBITDA, Cash Conversion Cycle . |
| Payout curves | EBITDA threshold 33⅓%, target 100%, max 200%; Revenue/Order Intake and CCC threshold 50%, target 100%, max 200% . |
| Individual factors | Individual performance factor range 1.0–1.2x; Whitted at 1.0x in FY2024 . |
| Result | Target STIC $373,379; Company factor 53.3%; Individual 100%; Paid $199,011 . |
LTIC Structure and FY2024 Grants
| LTIC Component | Target Shares | Grant-Date FV ($) | Vesting/Measure |
|---|---|---|---|
| Time-based RSUs (12/7/2023) | 6,719 | 266,644 | Ratably over 3 years . |
| Shareholder Value RSUs (12/7/2023) | 6,719 | 266,644 | 3-year DCF-based “Shareholder Value Delivered vs Expected,” 0–200% multiplier . |
| Relative TSR RSUs (12/7/2023) | 6,719 | 286,968 | 3-year relative TSR vs S&P 400 Mid Cap Industrials, 0–200% multiplier . |
| Retention RSUs (6/28/2024) | 52,065 | ~2,100,000 | One-third vesting on 6/28/2025, 6/28/2026, 6/28/2027 . |
Recent Vesting Outcomes (FY2024)
| Award Type | Shares Vested | Value Realized ($) |
|---|---|---|
| Performance-based RSUs (FY2022 awards) | 4,349 | 149,040 |
| Time-based RSUs | 23,494 | 968,817 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (as of 12/13/2024) | 229,696 shares; <1% of outstanding . |
| Direct shares owned | 67,756 . |
| Options exercisable within 60 days | 161,940 . |
| RSUs scheduled to vest in future years | 66,674 (not included in beneficial ownership) . |
| Pledged shares | None; pledging prohibited by policy . |
| Ownership guideline | Senior VPs: 2× base salary; NEOs meet/exceed requirements . |
| Anti-hedging/pledging | Hedging/shorting/pledging prohibited; all trades must be precleared . |
| Rule 10b5-1 plan (adopted Feb 13, 2025) | 1-year plan to exercise/sell 138,968 options and sell 56,152 shares, subject to limits . |
Outstanding Options (9/30/2024)
| Options (Exercisable) | Exercise Price ($) | Expiration |
|---|---|---|
| 127,239 | 46.38 | 6/18/2028 |
| 22,972 | 41.32 | 12/6/2028 |
| 11,729 | 31.94 | 12/6/2029 |
RSU Vesting Schedules (Excluding Accrued Dividends)
| Grant Date | RSUs | Vesting Schedule |
|---|---|---|
| 12/2/2021 | 5,052 | 1/3 each on 12/2/2022, 12/2/2023, 12/2/2024 . |
| 12/7/2022 | 4,844 (time-based) | 1/3 on 12/7/2023, 1/3 on 12/7/2024, 1/3 on 12/7/2025 . |
| 12/7/2022 | 4,844 (Shareholder Value RSUs) | Vests 9/30/2025 subject to performance . |
| 12/7/2022 | 4,844 (Relative TSR RSUs) | Vests 9/30/2025 subject to performance . |
| 12/7/2023 | 6,719 (time-based) | 1/3 on 12/7/2024, 12/7/2025, 12/7/2026 . |
| 12/7/2023 | 6,719 (Shareholder Value RSUs) | Vests 9/30/2026 subject to performance . |
| 12/7/2023 | 6,719 (Relative TSR RSUs) | Vests 9/30/2026 subject to performance . |
| 6/28/2024 | 52,065 (retention) | 1/3 on 6/28/2025, 6/28/2026, 6/28/2027 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | At-will; non-compete and non-solicit obligations generally 1–2 years post-termination . |
| Severance (U.S. NEOs) | If terminated without cause or for good reason: continuation of base salary for 12 months, continued health coverage, limited outplacement . |
| Clawback | 2023 revised policy consistent with SEC/NYSE; recoupment upon restatements for prior 3 fiscal years . |
| Anti-hedging/pledging | Prohibited; insider trading policy on file; preclearance required . |
Potential Payments Upon Termination (Hypothetical as of 9/30/2024)
| Scenario | Salary & Cash ($) | Accelerated Vesting ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Permanent disability | 2,309,098 | 413,166 | 21,332 | 2,743,596 |
| Death | 699,011 | 413,166 | – | 1,112,177 |
| Termination without cause | 703,311 | 596,743 | 21,332 | 1,321,386 |
| Resignation with good reason | 703,311 | 596,743 | 21,332 | 1,321,386 |
Change-in-Control Economics (Double-Trigger)
| Component | Amount ($) |
|---|---|
| Salary-based compensation | 1,008,600 |
| Incentive compensation | 955,461 |
| Health & welfare benefits | 45,471 |
| Accelerated vesting of stock awards | 2,565,486 |
| Tax gross-up / cutback | — (no gross-up; best-net cutback if applicable) |
| Total | 4,575,018 |
Performance & Track Record
- Led Hillenbrand’s disciplined M&A program and integrations (Schenck FPM, LINXIS, Herbold Meckesheim GmbH, Peerless), prompting a $2.1M retention RSU award in 2024 to mitigate retention risk during portfolio transformation .
- FY2024 STIC outcome reflects company-level performance factor of 53.3%, with Whitted’s individual factor at 100%; paid $199,011 against a $373,379 target .
- LTIC program balances shareholder value (DCF-based economic value creation) and relative TSR against peers, with payout ranges up to 200% beginning with FY2023 grants, elevating performance leverage .
Compensation Structure Analysis
- Pay-for-performance orientation: STIC metrics broadened to operational efficiency (CCC) alongside growth/profitability; LTIC two-thirds performance-based and one-third time-based .
- Cash vs equity mix shift: FY2024 stock awards rose materially (to $2.92M), driven by standard annual grants and a one-time retention RSU, increasing equity-linked compensation and retention scaffolding .
- Benchmarking: Target core compensation aligned to 50th percentile of peer group; FY2024 peer set updated to include Columbus McKinnon .
- Governance safeguards: No single-trigger CIC; no excise tax gross-ups; anti-hedging/pledging and clawback policies in place .
Equity Ownership & Alignment
- Meets stock ownership guidelines (2× base salary for Senior VPs); unexercised options do not count toward compliance; RSUs/time-based awards do count .
- No pledging and no hedging allowed; trades must be precleared, reducing misalignment and reputational risk .
- 10b5-1 plan (Feb 2025) schedules option exercises and share sales over 1 year, potentially creating supply overhang of up to 195,120 shares (options and stock), subject to price limits .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval exceeded 94% for eleven consecutive years, signaling shareholder support for the compensation framework .
Investment Implications
- Alignment: Strong governance (double-trigger CIC, no gross-up), ownership guidelines met, and performance-weighted LTIC (Shareholder Value and relative TSR) favor long-term value creation .
- Retention vs selling pressure: The $2.1M retention RSU with multi-year vesting supports continuity in M&A execution, but the active 10b5-1 plan to sell options/shares over the next year could create episodic technical overhang; monitor filings and vest dates (June/December) for supply dynamics .
- Execution risk: Heavy reliance on disciplined M&A/integration elevates operational risk; watch enterprise performance vs STIC metrics (EBITDA, revenue/order intake, CCC) given FY2024’s 53.3% company factor and concurrent CFO transition in 2025 (interim CFO appointed) .
- Pay-for-performance: Elevated LTIC performance leverage (up to 200% caps) increases sensitivity to multi-year value creation; under-performance reduces payouts, aligning incentives with shareholder outcomes .