Kevin Crutchfield
Intrepid PotashAbout Kevin Crutchfield
Kevin S. Crutchfield, age 64, became Intrepid Potash’s CEO and a Class III director effective December 2, 2024. He brings 30+ years in global mining and 20+ years in public-company leadership, including CEO roles at Compass Minerals (2019–2024), Contura Energy (now Alpha Metallurgical Resources), and Alpha Natural Resources; he holds a B.Sc. in Mining & Mineral Engineering (Virginia Tech) and completed the UVA Darden Executive Program . Intrepid’s 2024 compensation framework emphasized operational and safety execution, paying 131.1% of target to eligible executives on strong performance (Adjusted EBITDA $35.5M vs. $25.6M target; improved cost/ton and safety), underscoring a pay-for-performance orientation Mr. Crutchfield inherits for 2025 and beyond . The company’s 2024 “Pay vs. Performance” disclosure reported Adjusted EBITDA of $35.5M and a $212.8M net loss, providing context for capital allocation and turnaround levers under his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Intrepid Potash, Inc. | Chief Executive Officer; Director (Class III) | Dec 2024–Present | Hired to drive operational improvement and growth; relevant brine/minerals experience from prior CEO roles . |
| Compass Minerals International (NYSE:CMP) | President & CEO; Director | 2019–2024 | Led minerals mining, brine operations, and specialty fertilizer exposure—directly relevant to Intrepid’s fertilizer/mineral portfolio . |
| Contura Energy (now Alpha Metallurgical Resources, NYSE:AMR) | CEO; Director | 2016–2019 | Executed growth and strategic acquisitions; Contura formed after Alpha Natural Resources’ Chapter 11 restructuring . |
| Alpha Natural Resources, Inc. | CEO (2009–2016); previously Director, President, EVP | 2003–2016 | Led a large U.S. coal enterprise through industry cyclicality and restructuring . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No additional current public company directorships disclosed in the cited filings for Mr. Crutchfield . |
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base salary | $600,000 initial base salary (subject to annual review) | |
| Sign-on cash | $50,000 one-time cash sign-on upon start | |
| 2024 total reported comp | $3,681,393 (partial-year; includes equity grant accounting) | |
| Perquisites & benefits | Corporate housing in Denver; company-provided SUV; $4,167/month “work away from home” stipend; first-class travel as needed; reimbursement of reasonable legal fees up to $25,000; standard senior-exec benefit eligibility |
Performance Compensation
Annual Bonus (beginning FY2025 for CEO)
| Element | 2025 CEO Eligibility | Program design context (2024 plan for other execs) |
|---|---|---|
| Target bonus | At least 100% of base salary | 2024 exec plan weighted 75% company (Adjusted EBITDA, production cost/ton, capital investments, HSE) and 25% individual; payout 0–200% by metric . |
2024 Bonus Program Results (context for pay-for-performance)
| Metric (Company portion = 75%) | Target | Actual | Actual as % of Target | Payout | Weighted Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (25%) | $25.6M | $35.5M | 138.7% | 200% | 37.5% |
| Potash cost/ton (25%) | $239/ton | $218/ton | 91.2% | 135% | 25.4% |
| Trio® cost/ton (5%) | $233/ton | $201/ton | 86.3% | 154% | 5.8% |
| Capex execution (25%) | Achieve 85% of goals | 85% achieved | 100% | 100% | 18.8% |
| HSE – TRIR (10%) | 1.25 | 0.86 | 31.2% better | 200% | 15.0% |
| HSE – Safety metrics (5%) | 95% | 95% | 100% | 100% | 3.8% |
| HSE – Regulatory remediation (5%) | $500k | >$625k | >125% of target | 0% | 0.0% |
| Individual performance (25%) | N/A | N/A | N/A | 100% | 25.0% |
| Total payout | 131.1% |
CEO 2024 Sign-On Equity (granted Dec 2, 2024)
| Award | Grant details | Vesting/Caps |
|---|---|---|
| Time-based restricted stock (RSAs) | 63,892 shares; grant-date fair value $1,750,002 | Vests in 3 equal tranches starting 12/2/2025, subject to continued service . |
| Relative TSR PSUs (rTSR) | Target 45,855 PSUs (max 91,710); grant-date fair value $1,365,103 | Performance period: 1/1/2025–12/31/2027 vs Russell 2000; 0–200% payout by percentile; if TSR is negative, payout capped at target; FMV at vest capped at 500% of target . |
| Absolute TSR PSUs (aTSR) | Up to 19,575 PSUs; target tranche 8,389; fair value $443,065 | Earned as stock-price hurdles are met on/before 12/31/2028; vesting cadence accelerates if hurdles achieved after 1st/2nd anniversaries; hurdles at $30/$37/$44/$55 (90-day avg + dividends); price on grant = $27.39 . |
Relative TSR payout grid (rTSR):
| Company TSR Percentile (vs Russell 2000) | PSUs eligible to vest |
|---|---|
| 90th (Maximum) | 91,710 |
| 80th | 78,609 |
| 70th | 65,507 |
| 55th (Target) | 45,855 |
| 45th | 32,754 |
| 35th | 19,652 |
| 25th | 6,551 |
| 20th (Threshold) | — |
Absolute TSR hurdles (aTSR):
| TSR Hurdle | Incremental PSUs | Cumulative PSUs |
|---|---|---|
| $30 | 2,796 | 2,796 |
| $37 (Target) | 5,593 | 8,389 |
| $44 | 5,593 | 13,982 |
| $55 | 5,593 | 19,575 |
Equity Ownership & Alignment
- Beneficial ownership: 91,308 shares (restricted), less than 1% of outstanding as of April 7, 2025 .
- Outstanding equity at 12/31/2024: 63,892 unvested RSAs; 8,389 aTSR PSUs subject to hurdles; 45,855 rTSR PSUs at target; no options reported for Mr. Crutchfield .
- Stock ownership guidelines: CEO must hold shares equal to 6x salary within 5 years; executives are in compliance or within phase-in (Mr. Crutchfield is within phase-in) .
- Hedging/pledging: Hedging restricted; pledging only by Audit Committee exception with demonstrated capacity—no officer/director currently has pledged Company stock .
- Trading policy: Pre-clearance and window requirements apply to executives .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Start/date; role | Appointed 11/26/2024; effective 12/2/2024 as CEO and Class III director | |
| Agreement term | Initial 3-year term; auto-renews 1-year unless either party gives notice; company non-renewal deemed “termination without Cause” | . |
| Annual bonus eligibility | Eligible FY2025 onward; target at least 100% of salary | . |
| Sign-on equity | $3.5M intended grant-date value; structured ~50% time-based and ~50% performance (rTSR 75% of perf value; aTSR 25%) | . |
| Non-compete | 18 months post-termination; Restricted Area includes NM, UT and any state of current/future operations; also 18-month non-solicit | . |
| Clawback | Company clawback policy (restatement/misconduct); employment agreement incorporates listing-standards/legal clawbacks | . |
| 280G treatment | Best-net cutback (reduce payments to avoid excise tax, or pay full—whichever yields better net to executive) | . |
Severance and Change-in-Control (CIC) Economics
| Scenario | Cash | Bonus | Equity | Benefits | Notes |
|---|---|---|---|---|---|
| Termination without Cause or Good Reason (non‑CIC) | Multiple × (Base + Target): 200% if before 12/2/2025; 175% if before 12/2/2026; 150% thereafter (paid over 18 months) | Earned but unpaid; no explicit pro‑rata except per agreement terms | Next unvested RSA tranche accelerates; aTSR: deem 12 months of time; unearned remain outstanding ≤24 months for performance; rTSR: 1/3, 2/3, or 100% of units remain outstanding depending on service length (then performance-based vesting) | COBRA reimburse up to 18 months | . |
| CIC + qualifying termination (double trigger; within 3 months before or 24 months after CIC) | 225% × (Base + Target) lump sum | Pro‑rata Target bonus for year | Accelerate time-based; performance awards vest per award terms (time conditions deemed met) | COBRA reimburse up to 18 months | 280G best-net cutback applies . |
Board Governance (Crutchfield as Director)
- Board service: Director since Dec 2024; not independent (as CEO), and not appointed to any Board committee initially .
- Board structure: Independent Chair (Barth Whitham); CEO and Chair roles separated since July 2024—reduces dual-role control concerns .
- Independence: All directors other than the CEO are independent under SEC/NYSE rules .
- Committees: Three standing committees (Audit; Compensation; Nominating, Corporate Governance, Safety, and Sustainability). Mr. Crutchfield is not a member .
- Attendance/executive sessions: Board met 33 times in 2024; all directors (except a director on medical leave) attended ≥75%; independent directors meet in executive session regularly .
- Director pay: Employee directors do not receive additional director compensation .
Director Compensation (Board context)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee) | $90,000 | Committee chair retainers add-on; Chair +$75,000 |
| Annual equity grant (non-employee) | $85,000 | One-year vest |
| One-time 2024 equity (non-employee) | $24,992 | For added workload during leadership transition; vest by 5/25/2025 or earlier upon departure/CIC |
Compensation Committee & Peer Group
- Compensation Committee: Hugh E. Harvey, Jr. (Chair), Chris A. Elliott, Mary E. McBride, Barth E. Whitham—each independent .
- Independent consultant: FW Cook retained; assessed independent; no conflicts disclosed .
- 2024 peer group: Adjusted to reflect size/industry; added Amplify Energy, Natural Resource Partners LP, Riley Exploration Permian, etc.; removed Compass Minerals and others for 2024 comparisons .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 86% of votes cast “FOR,” with the committee citing this as validation of the program design .
Equity Ownership Detail (as of 12/31/2024 and 4/7/2025)
| Category | Amount |
|---|---|
| Unvested RSAs (12/31/2024) | 63,892 |
| aTSR PSUs outstanding (subject to hurdles) | 8,389 target; up to 19,575 max based on hurdles |
| rTSR PSUs outstanding (target) | 45,855 target; up to 91,710 max |
| Beneficial ownership (4/7/2025) | 91,308 shares; <1% of outstanding |
| Pledged shares | None (policy prohibits except with Audit Committee-approved exceptions; none outstanding) . |
Employment & Contracts (Key Legal Terms)
- “Cause”/“Good Reason” definitions typical for senior executives; Good Reason includes material pay cuts (>10%), title/duties diminishment, reporting changes, relocation >50 miles, or material breach; cure and timing provisions apply .
- Non-compete/non-solicit: 18 months; geographic scope includes NM, UT and other states of operation; reasonable exceptions for passive investments; non-solicit covers customers and employees with carve-outs for general job ads and references .
- Clawback: SEC/NYSE-compliant restatement clawback and broader misconduct clawback adopted; employment agreement acknowledges future exchange/law-driven clawbacks .
Performance & Track Record (Context)
- Intrepid 2024 operating performance: Adjusted EBITDA $35.5M; 2024 bonus program paid at 131.1% for eligible executives, reflecting strong EBITDA, cost improvements, and safety results .
- Pay-versus-performance context: 2024 Net income $(212.8)M; cumulative TSR for the PVP window shown in the proxy; Adjusted EBITDA highlighted as most important financial measure linking pay to performance .
Compensation Structure Analysis
- Shift to TSR-driven PSUs: CEO equity is ~50% performance-based with both relative (vs. Russell 2000) and absolute TSR hurdles—tightening pay-for-performance linkage to shareholder returns; rTSR negative TSR cap (no >target payout if negative TSR) and 500% FMV cap mitigate windfall risk .
- Time-based RSAs still meaningful: 50% RSAs vest ratably over 3 years, aiding retention and creating predictable vest-driven selling windows (subject to pre-clearance and trading windows) .
- No excise tax gross-up: 280G “best-net” cutback indicates no gross-up; company optimizes payouts to maximize executive after-tax while potentially reducing parachute exposure .
- Clawback coverage: Company-wide policy plus agreement coverage align with evolving SEC/NYSE requirements .
Vesting Schedules and Potential Insider Selling Pressure
| Instrument | First vest/event date | Ongoing cadence | Comment |
|---|---|---|---|
| RSAs (63,892) | 12/2/2025 | Annual thirds through 2027 | Creates predictable year-end vest windows; sales subject to policy windows/pre-approval . |
| aTSR PSUs | As hurdles met (≤12/31/2028) | Immediate / staged per anniversary rules | Price hurdles $30/$37/$44/$55 using 90-day AVP; potential event-driven vesting . |
| rTSR PSUs | After performance period end | End of period (2027) | Payout 0–200% vs Russell 2000 percentile, with negative TSR cap . |
Risk Indicators & Red Flags
- Pledging/hedging: No pledging outstanding; hedging restricted—alignment positive .
- Governance structure: Independent Chair and majority-independent Board; CEO not on committees—reduces dual-role control risk .
- 280G exposure managed via best‑net cutback (no gross-up) .
- Clawback policies in place (restatement and misconduct) .
Investment Implications
- Alignment and upside leverage: CEO’s ~50% performance-oriented equity (rTSR and aTSR) ties value creation to both relative outperformance and absolute share-price hurdles, while the negative-TSR cap limits payouts in drawdowns—positive alignment for long-term holders .
- Retention and execution focus: Three-year RSA vesting, an 18‑month non‑compete/non‑solicit, and step-down severance multiples over time (200%→175%→150%) encourage continuity through early-tenure execution milestones .
- Liquidity/selling windows: Large December RSA tranches begin vesting in 2025; monitor trading windows and potential event-driven aTSR vesting for near-term supply effects; policy pre-clearance mitigates disorderly selling .
- Governance quality: Independent Chair, strong committee independence, and no CEO director pay indicate checks/balances; 86% say‑on‑pay support suggests shareholder acceptance of pay design as the new CEO’s program ramps in 2025 .
Appendix: Additional Reference Tables
CEO Summary Compensation (2024)
| Year | Salary | Bonus | Stock Awards | Non-Equity Incentive | All Other | Total |
|---|---|---|---|---|---|---|
| 2024 | $46,154 | $50,000 | $3,558,170 | — | $27,069 | $3,681,393 |
Beneficial Ownership (as of 4/7/2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Kevin S. Crutchfield | 91,308 (all restricted) | <1% |
Selected Governance Facts
- Board met 33 times in 2024; exec sessions held regularly .
- Committee memberships (Mar 2025): Audit (McBride Chair), Compensation (Harvey Chair), Nominating/CG/Safety/Sustainability (Lancaster Chair) .
- All non-CEO directors independent per SEC/NYSE .
Key Compensation Policy Elements
- Stock ownership guidelines: CEO 6x salary; 5-year phase-in .
- Hedging/pledging: Restricted; no current pledges .
- Clawback: Restatement/misconduct; agreement incorporates listing requirements .