Matthew Preston
Intrepid PotashAbout Matthew Preston
Matthew D. Preston, age 40, is Chief Financial Officer of Intrepid Potash (since December 2021) and served as Acting Principal Executive Officer from April 16, 2024 to December 1, 2024 during the CEO transition . Company pay-versus-performance disclosures for 2024 show company TSR of 80.89 vs peer group TSR of 146.88, Net Income of $(212.8) million, and Adjusted EBITDA of $35.5 million; the 2024 annual bonus program paid at 131.1% of target on Company and individual performance, including Adjusted EBITDA materially above target and lower production cost per ton vs targets .
Past Roles
| Organization | Role | Years | Strategic/Notable Notes |
|---|---|---|---|
| Intrepid Potash, Inc. | Chief Financial Officer | Dec 2021–present | Also served as Acting PEO during CEO medical leave Apr 16–Dec 1, 2024 . |
| Intrepid Potash, Inc. | VP Finance | Nov 2019–Dec 2021 | Promoted to CFO Dec 2021 . |
| Intrepid Potash, Inc. | Director of Budget & Forecast | Apr 2016–Nov 2019 | Oversaw budgeting/forecast; earlier finance roles since 2008 . |
| Intrepid Potash, Inc. | Senior Manager/Manager of Budget & Forecast; Financial Analyst | 2008–2016 | Progressive finance roles since joining in 2008 . |
External Roles
No external directorships or outside roles are disclosed for Mr. Preston in the 2025 proxy .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 307,027 | 324,820 | 375,850 |
| Target Bonus % of Salary | — | — | 70% |
| Target Bonus ($) | — | — | 273,000 |
| Company-wide/Retention Bonus ($) | 52,943 | 30,000 | 375,000 (retention during Acting PEO period) |
| All Other Compensation ($) | 22,312 (incl. 401k, perqs, LTD) | 26,128 (incl. 401k, perqs, LTD) | 25,251 (incl. 401k 16,583; perqs 3,360; supplemental LTD 2,616) |
Notes:
- Retention compensation: $50,000 per month from the CEO’s medical leave until the new CEO’s effective date; Preston received additional grant of 14,137 RSAs on April 10, 2024 for continued CFO service .
Performance Compensation
Annual Bonus Plan (2024 outcomes and mechanics)
| Metric | Weighting | Target | Actual | Payout for Metric | Weighted Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | 25% of Company Perf | $25.6m | $35.5m | 200% | 37.5% |
| Production Cost per Ton – Potash | 25% of Company Perf | $239/ton | $218/ton | 135% | 25.4% |
| Production Cost per Ton – Trio | 5% of Company Perf | $233/ton | $201/ton | 154% | 5.8% |
| Capital Investments – Key Projects | 25% of Company Perf | Achieve 85% of goals | 85% achieved | 100% | 18.8% |
| HSE – TRIR | 10% of Company Perf | 1.25 | 0.86 | 200% | 15.0% |
| HSE – Safety Metrics Compliance | 5% of Company Perf | 95% | Achieved 95% | 100% | 3.8% |
| HSE – Regulatory Remediation | 5% of Company Perf | $500,000 | Exceeded $625,000 | 0% | 0.0% |
| Individual Performance | 25% of Total | N/A | N/A | 100% | 25.0% |
| Total | — | — | — | — | 131.1% |
- Target bonus for 2024: $273,000 (70% of $390,000); actual 2024 payout: $357,869 (131.1% of target) .
Long-Term Equity (granted 2024; alignment and hurdles)
- 2024 equity mix: ~50% time-vested RSAs; ~50% performance-based PSAs; Preston’s 2024 grant increased to align closer to peer median CFOs .
- 3/15/2024 PSAs vest on achieving absolute stock price hurdles (20-day average) of $21.31, $22.28, and $24.21; all thresholds were met as of 12/31/2024. Vesting tranches: 33.33% on 3/15/2025, 33.33% on 3/15/2026, 33.33% on 3/15/2027, subject to continued employment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 4/7/2025) | 62,901 shares; includes 47,717 shares of restricted stock |
| Percent of Shares Outstanding | 0.47% (computed from 62,901 / 13,320,590) |
| Shares Pledged | None of the directors or executive officers have pledged any shares |
| Insider Trading/Hedging Policy | Company has hedging and pledging policy; see Corporate Governance section |
| Stock Ownership Guidelines | CFO falls under “Other Section 16 Officers”: 2x salary; 5-year phase-in; all directors and executives are in compliance or within phase-in |
Outstanding Equity Awards at 12/31/2024 (selected)
| Grant Date | Award Type | Unvested/Unearned Units | Market Value at 12/31/24 ($21.92/sh) |
|---|---|---|---|
| 3/17/2022 | Time-based RSAs | 1,005 | $22,030 |
| 3/17/2022 | PSUs (equity incentive) | 1,069 | $23,432 |
| 3/17/2023 | Time-based RSAs | 5,118 | $112,187 |
| 3/17/2023 | PSUs (equity incentive) | 8,080 | $177,114 |
| 3/15/2024 | Time-based RSAs | 10,325 | $226,324 |
| 3/15/2024 | PSAs (price-hurdle) | 11,235 | $246,271 |
| 4/10/2024 | Time-based RSAs | 14,137 | $309,883 |
- Options: No stock options outstanding for Mr. Preston; none exercised in 2024 .
- 2024 vesting: 5,155 shares vested; value realized $100,312 .
Vesting Schedules and Potential Selling Windows
| Award | Grant Date | Vesting Schedule / Triggers |
|---|---|---|
| RSAs | 3/15/2024 | 1/3 annually on each 3/15/2025, 3/15/2026, 3/15/2027, subject to continued employment . |
| RSAs | 4/10/2024 | 1/3 annually on each 4/10/2025, 4/10/2026, 4/10/2027, subject to continued employment . |
| PSAs (price-based) | 3/15/2024 | Tranches tied to absolute price hurdles ($21.31; $22.28; $24.21); all hurdles achieved by 12/31/2024; vest 33.33% on each 3/15/2025, 3/15/2026, 3/15/2027, subject to continued employment . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment status | CFO since Dec 2021; Acting PEO Apr 16–Dec 1, 2024 . |
| Severance (outside Change in Control) | None; executives (other than CEO) are not entitled to severance benefits outside a change in control . |
| Change-in-Control (CIC) – policy for executives (ex-CEO) | Double trigger within 24 months: cash = 1x salary + 1x avg of last two years’ annual bonus; pro-rated current year target bonus; accelerated vesting of time-vested awards; accelerated vesting of performance-based awards that have met targets; up to 1 year health/welfare; outplacement up to $5,000 . |
| CIC – Preston quantified (as of 12/31/2024) | Cash severance $563,211; bonus for year of termination $273,000; accelerated vesting RSAs $670,423; accelerated vesting PSUs/PSAs $269,704; health & welfare $29,056; outplacement $5,000; total $1,810,394 . |
| Non-compete / Non-solicit | For non-CEO executives: 12 months non-solicit/work for a customer or competitor if voluntary departure or termination for cause . |
| Clawback | Board-adopted compensation clawback policy (9/14/2023) for erroneously awarded incentive comp upon restatement; extends to misconduct events . |
Multi-Year Compensation (Summary Compensation Table)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 307,027 | 324,820 | 375,850 |
| Bonus (company-wide/retention) | 52,943 | 30,000 | 375,000 |
| Stock Awards (grant-date fair value) | 399,941 | 399,966 | 699,965 |
| Non-Equity Incentive Plan (Annual Bonus) | 203,807 | 142,614 | 357,869 |
| All Other Compensation | 22,312 | 26,128 | 25,251 |
| Total | 986,030 | 923,528 | 1,833,935 |
Performance & Track Record
| Context Metric | 2024 Value |
|---|---|
| Company TSR (value of $100) | 80.89 |
| Peer Group TSR (value of $100) | 146.88 |
| Net Income ($ millions) | (212.8) |
| Adjusted EBITDA ($ millions) | 35.5 |
| 2024 Bonus Program Payout | 131.1% of target (Preston: $357,869) |
| Governance/Say-on-Pay | 86% approval at 2024 AGM |
Additional Governance and Policies
- Security ownership and pledging: “To our knowledge, none of our directors or executive officers have pledged as security any of the shares that they beneficially own.” Preston beneficially owned 62,901 shares as of April 7, 2025, including 47,717 restricted shares .
- Stock ownership guidelines: CFOs are subject to 2x salary ownership; all directors/executives are compliant or in phase-in .
- Perquisites: executives eligible for gym membership allowance, paid parking/transit, physical exam reimbursement (with tax reimbursement in certain cases), and supplemental long-term disability premiums .
- Signing authority: Preston has signed SEC filings as CFO (e.g., 3/3/2025 8-K) .
Compensation Structure Analysis
- Shift toward equity and performance: 2024 equity grants for executives (ex-CEO) were 50% time-based RSAs and 50% performance-based PSAs with absolute stock price hurdles; all 2024 hurdles were met by year-end, linking value realization to continued employment through 2025–2027 rather than future performance hurdles .
- Cash mix increased in 2024 due to temporary retention payments tied to Acting PEO service and leadership during CEO transition; Preston’s “Bonus” column reflects $375,000 retention payments in 2024 .
- Annual bonus: rigorous multi-metric plan with explicit payout curves, capping at 200% per metric; 2024 paid 131.1% on strong EBITDA and cost control, plus individual performance .
- Clawback and no pledging: presence of 2023 clawback policy and explicit prohibition/absence of pledging support alignment and risk controls .
Investment Implications
- Pay-for-performance alignment and retention risk: 2024 PSAs have already met price hurdles; vesting is now service-based across 2025–2027, creating predictable vesting dates (Mar 15 and Apr 10 each year) that could add episodic selling pressure when windows open, while also serving as retention anchors .
- Limited downside protection outside COC: Preston has no severance outside a change-in-control, indicating moderate retention risk if external opportunities arise; however, change-in-control protection is standard and double-triggered .
- Ownership and alignment: meaningful restricted stock holdings (47,717 included in 62,901 beneficial ownership) and compliance with ownership guidelines enhance alignment; no pledging and a clawback policy reduce governance risk .
- Execution signal: 2024 results beat EBITDA target and improved cost metrics, supporting above-target bonus payment; nonetheless, 2024 TSR underperformed peers and GAAP Net Income was negative, which may influence future equity grant sizing and bonus targets under the new CEO regime .