Sean Bagan
President and Chief Executive Officer and Chief Financial Officer at HELIOS TECHNOLOGIES
CEO
Executive
Board
About Sean Bagan
Helios Technologies’ President and CEO (since Jan 6, 2025) and continuing CFO (since Aug 9, 2023). Age 49; BA in Accounting and Management (St. John’s University, MN); General Management Certificate (Cambridge Judge); CPA (inactive, MN). Joined HLIO after 23 years at Polaris Inc. in finance, international operations, M&A and general management . Under his leadership through 2024, Helios delivered record cash from operations of $122.1M (+46% y/y), 60 bps operating margin expansion, refinanced/upsized credit facility, and reduced net debt to adjusted EBITDA to 2.6x .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Helios Technologies | Chief Financial Officer | Aug 9, 2023–present | 2024 record operating cash flow $122.1M; 60 bps operating margin expansion; refinanced and de-levered balance sheet (net debt/adj. EBITDA 2.6x) . |
| Helios Technologies | Interim President & CEO + CFO | Jul 8, 2024–Jan 6, 2025 | Stabilized leadership during transition; awarded interim RSUs (1,500 vested) and cash $60k for added duties . |
| Helios Technologies | President & CEO (continuing CFO) | Jan 6, 2025–present | Promoted CEO with offer of $705k base, 100% STI target, 200% LTI target (8-K); proxy states $704k base, 100% STI, 175% LTI . |
| Polaris Inc. | Finance, operations and general management leadership | 23 years (through 2023) | Led operational finance, international sales, product segments, M&A, corporate finance and treasury . |
External Roles
| Organization | Role | Years | Committee roles / governance |
|---|---|---|---|
| Helios Technologies (Board) | Director nominee (Class to 2027); elected June 2025 | 2025–present | Non‑independent (CEO/CFO); no board committee roles; will not receive director compensation; Board has independent Chair (separate from CEO) . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (post‑promotion terms) |
|---|---|---|---|
| Base salary ($) | $176,000 (partial year) | $440,000 | $705,000 per 8‑K; $704,000 per proxy |
| Target bonus (% of base) | 65% (pro‑rated payout) | 65% | 100% |
| Actual STI paid ($) | $35,965 (pro‑rated) | $225,940 (79% of target) | N/A |
Performance Compensation
Short‑Term Incentive (2024)
| Measure (weight) | Threshold | Target | Max | Result | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA margin (40%) | 18.8% | 19.2% | 21.0% | 19.2% | 100% |
| Revenue growth (30%) | 1.0% | 5.0% | 10.0% | −3.6% | 0% |
| Adjusted FCF margin (20%) | 8.5% | 10.5% | 14.0% | 11.8% | 143% |
| Personal goals (10%) | — | — | — | — | 100% |
| Total STI payout | 79% of target; $225,940 |
Notes: Corporate STI metrics apply to CEO/CFO; segment leaders had segment‑level goals with lower payouts .
Long‑Term Incentive (granted Jan 3, 2024)
| Instrument | Target as % of salary | Grant details |
|---|---|---|
| Time‑vested RSUs | 140% | 7,218 RSUs; vest pro‑rata over 3 years . |
| Performance‑based RSUs | 140% (paired) | 7,219 target PRSUs; 3‑yr performance on Adjusted EBITDA Margin (50%) and Adjusted EPS (50%); 0–200% payout . |
Transition/Retention Awards (Sep 11, 2024)
| Instrument | Terms | Economics |
|---|---|---|
| RSUs (retention) | 1,495 RSUs vest 50% each on 1st and 2nd anniversary of grant | Included in 2024 stock awards . |
| Stock options (retention) | 5,342 options @ $40.13, vest on Sep 11, 2027; expire Sep 11, 2034 | Grant date FV $89,994 . |
| Interim CEO recognition | 1,500 immediately vested RSUs + $60,000 cash | Included in 2024 bonus/stock awards . |
2025 Program Changes (for grants made in 2025)
- STI weights: Revenue (30%), Adjusted EBITDA (30%), Adjusted FCF (30%), Personal Goals (10%) .
- LTI mix: 50% time‑based RSUs (3‑yr ratable) + 50% performance‑based stock options (cliff in year 3) with metrics: 3‑yr cumulative Revenue (50%) and Adjusted EPS (50%); relative TSR vs. Russell 2000 is a ±25% modifier on earned options .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares beneficially owned (Apr 9, 2025) | 8,676 shares (<1% of class) . |
| Ownership guidelines | 5x salary requirement; status: within 5‑year compliance window . |
| Hedging/pledging | Prohibited for directors/officers/employees (no hedging, no pledging, no short‑selling/margin) . |
| Clawback | NYSE/SEC‑compliant clawback covering incentive comp over 3‑year recovery period after restatement . |
Outstanding Equity and Vesting (as of FY‑end 2024)
| Instrument | Quantity | Key terms |
|---|---|---|
| Unexercised options (unexercisable) | 5,342 | Strike $40.13; vest Sep 11, 2027; expire Sep 11, 2034 . |
| Time‑based RSUs (unvested) | 10,255 (MV $461,270) | Scheduled vesting: 2,406 (Jan 3, 2025); 748 (Sep 11, 2025); 771 (Oct 1, 2025); 2,406 (Jan 3, 2026); 747 (Sep 11, 2026); 771 (Oct 1, 2026); 2,406 (Jan 3, 2027) . |
| Performance RSUs (target unearned) | 2,312 (to Mar 15, 2026); 7,219 (to Mar 15, 2027) | Each pays 0–200% of target based on plan metrics by the specified vest dates . |
Vesting‑related supply overhang: Multiple RSU tranches vest on Jan 3 (2025–2027), Sep 11 (2025–2026), and Oct 1 (2025–2026), which can create periodic sell‑pressure from tax withholding/settlement absent 10b5‑1 plans .
Employment Terms
Change‑in‑Control (CIC) Continuity Agreement (executive‑wide plan)
- Benefits for qualifying termination within 2 years post‑CIC (or within 90 days prior): cash severance = 2x salary + current‑year STI target cash value; 24 months of company‑paid medical benefits; immediate vesting of unvested equity (incl. options) and extended exercise period for options, subject to release and restrictive covenants .
Severance (non‑CIC)
- For involuntary termination: 12 months base salary; payment equal to STI target value; 12 months company‑paid medical benefits; subject to release and restrictive covenants .
Estimated Payouts (as of Dec 28, 2024)
| Scenario | Salary | STI | Accelerated RSUs | Accelerated options | Welfare benefits | Total |
|---|---|---|---|---|---|---|
| CIC termination | $880,000 | $572,000 | $889,974 | $25,909 | $48,831 | $2,416,714 |
| Involuntary (non‑CIC) | $440,000 | $286,000 | — | — | $24,415 | $750,415 |
Board Governance
- Director service: Nominated to Board for election at 2025 AGM; class term to 2027; non‑independent by virtue of executive role . Will not receive additional director compensation .
- Committee roles: None (executive director); Board maintains four fully independent committees (Audit, Compensation, ESG, Nominating) .
- Leadership structure: Independent Chair (separate from CEO); independent directors meet in executive session; Bagan continues as CFO while CFO successor search proceeds—temporary dual‑hat arrangement noted by Board .
Compensation Committee Analysis
- Committee composition: Independent directors—Chair: Diana Sacchi; members: Cariappa (Cary) Chenanda, Alexander Schuetz .
- Independent consultant: Mercer engaged to review philosophy, peer group, and competitiveness; peer set spans U.S. industrials of similar size (e.g., Badger Meter, Enpro, ESCO, Franklin Electric, Kadant, Mueller Water, RBC Bearings, Watts, etc.) .
- Say‑on‑pay: 63% support in 2024; Company engaged holders representing ~85% of shares and incorporated feedback—added rTSR modifier to LTI; enhanced disclosure; refined STI/LTI metrics .
Director Compensation (as director)
| Element | Treatment |
|---|---|
| Cash retainer, equity grants, committee fees | Not applicable—Bagan will not be paid for director service while serving as CEO/CFO . |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Clawback: In place per NYSE/SEC rules (shareholder‑friendly) .
- Option repricing: Not permitted .
- Dual‑role risk: Temporary combination of CEO and CFO creates key‑person and control concentration risk until CFO is hired .
- Say‑on‑pay pressure: 63% support indicates investor scrutiny; 2025 plan changes address TSR alignment .
Expertise & Qualifications
- Finance, operations, international management, M&A and treasury experience (Polaris); CPA (inactive); general management training (Cambridge Judge). HLIO biography confirms >20 years international business and strategic financial operations leadership .
Equity Ownership & Alignment (detail)
| Component | Count/Value | Notes |
|---|---|---|
| Beneficial ownership | 8,676 shares (<1%) | As of Apr 9, 2025. |
| Unvested time‑based RSUs | 10,255 units; $461,270 MV | Multi‑year vesting schedule detailed above. |
| Target unearned PRSUs | 9,531 units; $428,704 MV | 2026 and 2027 performance tranches. |
| Unexercised options | 5,342 @ $40.13; exp. 9/11/2034 | Vest 9/11/2027 . |
| Ownership guidelines | 5x salary; within 5 years | Compliance clock running. |
Employment Terms (policies)
- Insider Trading Policy prohibits hedging/pledging; maintains blackout controls .
- Stock ownership guidelines for executives and directors enforced annually .
- Limited perquisites; no tax gross‑ups; no single‑trigger CIC equity vesting; clawback policy adopted in 2023 .
Investment Implications
- Pay‑for‑performance tightening: 2025 design adds rTSR and shifts half of LTI to performance‑based options—stronger alignment with shareholder returns while maintaining EBITDA/EPS focus .
- Retention and overhang: Meaningful unvested RSUs/PRSUs with defined vest dates (Jan/Sept/Oct cycles) plus options vesting in 2027 support retention but could create periodic sell‑pressure on vesting/tax‑withholding dates .
- Governance watch: CEO concurrently serving as CFO increases key‑person and control risk until CFO is appointed; mitigated by independent Chair and fully independent committees .
- Downside protection: Robust clawback, no hedging/pledging, no option repricing, ownership guidelines—all positive signals for alignment and risk control .
- Shareholder sentiment: 63% 2024 say‑on‑pay support suggests continued scrutiny; Company’s 2025 changes directly address TSR alignment and disclosure—monitor next vote outcome .