James Sullivan
About James A. Sullivan
James A. Sullivan is President and Chief Transformation Officer at Koppers (effective June 1, 2025) after serving as President & Chief Operating Officer from January 2024 to May 2025 and EVP & COO from January 2020 to December 2023; he joined Koppers in June 2013 and has held roles leading Carbon Materials & Chemicals and Railroad Products & Services . Age 61 (as of May 29, 2025) . Sullivan is cited by Koppers for spearheading the restructuring and resurgence of the Carbon Materials & Chemicals business, unifying operational leadership, and advancing the company’s strategic plans . 2024 pay-for-performance outcomes: AIP paid at 78% of target driven by adjusted EBITDA and operating cash flow shortfalls versus targets . Relative TSR PSU tranches for outstanding awards produced mixed results (2024 one-year tranche 0%, 2023 one-/two-year tranches 200%/138.8%, 2022 three-year tranche 123.1%) indicating modestly positive multi-year TSR versus the S&P SmallCap 600 Materials Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Koppers Holdings Inc./Koppers Inc. | President & Chief Transformation Officer | Jun 2025–present | Leads “Catalyst” enterprise transformation to improve margin and cash flow profile . |
| Koppers Holdings Inc./Koppers Inc. | President & Chief Operating Officer | Jan 2024–May 2025 | Larger role in 2030 strategy; continued operational leadership . |
| Koppers Holdings Inc./Koppers Inc. | EVP & Chief Operating Officer | Jan 2020–Dec 2023 | Unified operational leadership; advanced “Expand and Optimize” plan . |
| Koppers Inc. | SVP, Railroad Products & Services and Global Carbon Materials & Chemicals | May 2018–Dec 2019 | Oversaw dual BU mandate integrating operations . |
| Koppers Inc. | SVP, Global Carbon Materials & Chemicals | Apr 2014–May 2018 | Led business turnaround; restructuring and resurgence of CMC . |
| Koppers Inc. | VP, Business Development | Jun 2013–Apr 2014 | Corporate development and growth initiatives . |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $532,538 | $583,577 | $650,000 (8.3% increase effective Jan 1, 2024) |
| Target Bonus (% of Salary) | 75% | 100% | 100% |
| Actual Annual Bonus ($) | $403,760 | $741,600 | $505,700 (78% of target) |
| Perquisites & Other ($) | $76,109 | $112,050 | $110,764 (club dues $19,508; parking $3,540; executive physical $6,273; DC plan $26,565; BRP credits $38,653; DEUs $16,225) |
Notes:
- AIP metrics in 2024: adjusted EBITDA (75% weight) and operating cash flow (25% weight) .
Performance Compensation
| Instrument/Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| AIP – Adjusted EBITDA | 75% | $283.0M | $261.574M | 81% of slice | Cash paid in early 2025 |
| AIP – Operating Cash Flow | 25% | $150.0M | $120.951M | 68% of slice | Cash paid in early 2025 |
| PSUs – Cumulative Adjusted EBITDA (2024 grant) | 40% of LTI (other NEOs) | 3-yr cumulative: Tgt $840M; Thresh $750M; Max ≥$900M | In-progress | Interpolated 25–200% | Earned after 3 yrs if service through 3rd anniversary |
| PSUs – Relative TSR vs S&P SmallCap 600 Materials (2024 grant) | 20% of LTI (other NEOs) | Percentile: Thresh 25%→25%; Tgt 50%→100%; 70%→150%; ≥80%→200% | 2024 1-yr tranche: 24th percentile → 0% | 0–200% each tranche; cap at 150% if 3-yr TSR negative | 1/2/3-year tranches with 3-year service requirement |
| RSUs (2024 grant) | 40% of LTI (other NEOs) | N/A | N/A | N/A | Time-based vest 1/3 annually over 3 years |
Grant detail (2024 awards, grant date Jan 4, 2024):
- PSUs: target 4,700 units; max 18,799 units; grant-date fair value $957,316 .
- RSUs: 12,531 units; grant-date fair value $584,947 .
- LTI mix for other NEOs (including Sullivan): PSUs 60% (40% EBITDA; 20% TSR); RSUs 40% .
Historical TSR PSU outcomes:
- 2024 one-year tranche: 24th percentile → 0.0% .
- 2023 one-year: 87th percentile → 200.0%; two-year: 66th percentile → 138.8% .
- 2022 three-year: 59th percentile → 123.1%; two-year: 72nd percentile → 162.1%; one-year: 32nd percentile → 36.3% .
2025 AIP revision: Two-thirds of executives’ annual incentive rolled into a special TSR PSU (value increased 10%); remaining one-third retains adjusted EBITDA and modified net working capital metrics (75%/25%) .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 146,707 shares; <1% of outstanding; includes unvested time-based RSUs and DEUs . |
| Unvested RSUs (12/31/2024) | 56,593; market value $1,833,613 (@$32.40) . |
| Unearned PSUs (12/31/2024) | 14,008; assumed payout value $453,867 (@$32.40, per SEC methodology) . |
| Stock options – unexercisable | 4,750 @ $29.84 expiring 1/4/2031; 7,324 @ $32.19 expiring 1/4/2032 . |
| Option exercises in 2024 | 48,621 shares exercised; value realized $1,000,161 . |
| Ownership guidelines | 4x base salary requirement; all NEOs compliant . |
| Hedging/pledging | Prohibited (no hedging, pledging, short sales; margin restrictions) . |
| Clawback | Dodd-Frank-compliant recoupment for restatements; applies to TSR/stock-price based awards from Oct 2, 2023 . |
Upcoming vesting dates (selected RSU tranches):
- 2024 RSUs: 4,205 on 1/3/2025; 4,205 on 1/5/2026; 4,205 on 1/5/2027 .
- 2023 RSUs: 5,603 on 1/3/2025; 5,603 on 1/5/2026; 9,487 on 1/5/2026 .
- 2022 RSUs: 2,040 on 1/3/2025; 2,040 on 1/5/2026; 17,496 on 1/3/2025 .
- 2023 TSR PSUs (earned portions): vest on 1/5/2026 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreements | None for executive officers . |
| Broad-based severance | One week of cash severance per year of service if terminated without cause . |
| Change-in-control (CIC) agreements | Double-trigger. Benefits if terminated other than for cause/disability or after material reduction/relocation >50 miles within 2 years post-CIC: accrued salary; pro-rata bonus (avg of prior 2 years); lump-sum 2x base salary; 2 years of life/disability/accident/health benefits; indemnification; 280G cutback; equity handled via award agreements . |
| Equity vesting on retirement/early retirement | Pre-2024 awards: PSUs pro-rata at end of measurement; RSUs/options immediate pro-rata . 2024 awards: “Normal retirement” allows continued full vesting (subject to restrictive covenants through Jan 5, 2027); “Early retirement” allows pro-rata vesting; Sullivan eligible for early retirement with ≥180 days’ notice; eligible for retirement for pre-2024 awards . |
| CIC equity treatment | If awards assumed/continued, no immediate acceleration unless involuntary termination within 24 months; if not assumed or if involuntary termination within 24 months, accelerated vesting per award type and performance-to-date; special rules for 2024 EBITDA/TSR PSUs . |
| Quantified payments (assuming 12/31/2024 event) | Death/Disability/Retirement: bonus $505,700; equity vesting $1,809,705; total $2,315,405 . CIC qualifying termination: bonus $572,680; cash severance $1,300,000; equity $2,840,159; health & welfare $64,780; 280G cutback $(146,198); total $4,631,421 . Termination without cause (non-CIC): cash severance $137,500 . |
Compensation Structure Analysis
- Increased fixed pay: Base salary raised 8.3% for 2024 to $650,000 (market competitiveness) .
- High performance orientation: 2024 LTI split 60% PSUs (40% EBITDA/20% TSR) and 40% RSUs; AIP tied to adjusted EBITDA and operating cash flow with capped payouts .
- 2025 plan shift: Two-thirds of annual incentive converted to special TSR PSU with 10% value uplift; remaining AIP retains EBITDA and working capital controls—tightening cash discipline and shareholder alignment .
- Shareholder support: 2024 say-on-pay approval >98% .
Company Performance During Sullivan’s Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $1,980.5M* | $2,154.2M | $2,092.1M* |
| EBITDA ($USD) | $191.3M* | $250.4M* | $243.3M* |
| Cash from Operations ($USD) | $102.3M | $146.1M | $119.4M |
Values retrieved from S&P Global. * denotes S&P Global data without direct document citation.
AIP performance specifics (FY 2024):
- Adjusted EBITDA actual $261.574M vs target $283.0M; OCF actual $120.951M vs target $150.0M; composite payout 78% .
Segment adjusted EBITDA mix (Q3 2025 YTD context):
- RUPS $86.3M; Performance Chemicals $74.9M; Carbon Materials & Chemicals $42.3M (nine months 2025) .
Say-On-Pay & Governance
- “Say on pay” approval over 98% at 2024 annual meeting; committee regularly reviews competitiveness and alignment .
- Independent compensation consultant (Meridian) engaged; robust ownership and retention requirements; clawback policy implemented .
Investment Implications
- Alignment: Sullivan’s pay is highly performance-linked with significant PSU exposure to EBITDA and relative TSR; 2025 TSR-heavy AIP reweighting increases sensitivity to stock performance—a potential positive for alignment but raises outcome volatility .
- Retention risk: Sullivan is eligible for retirement under legacy awards and early retirement for 2024 awards with 180-day notice; new “normal retirement” provisions allow continued full vesting—reducing forfeiture risk but potentially enabling exit with substantial equity, warranting monitoring of notice filings and Form 4 activity .
- Insider selling pressure: Near-term vesting clusters (Jan 2026 and Jan 2027) for RSUs and earned TSR PSU tranches may lead to liquidity events; 2024 option exercises (48,621 shares) indicate willingness to monetize when appropriate .
- Change-in-control economics: Double-trigger with 2x salary and equity acceleration tied to performance/history; no tax gross-ups and 280G cutback mitigate parachute risk; severance economics are meaningful but disciplined .
- Governance signals: Prohibitions on hedging/pledging, full ownership compliance (4x salary), and strong say-on-pay support reduce alignment concerns .
Overall, Sullivan’s incentive mix and recent TSR PSU outcomes suggest credible pay-for-performance. Retirement eligibility and 2025 TSR-centric incentive design merit closer tracking of vesting and potential sales, especially around January vest dates and any transformation milestones disclosed in 8-Ks and earnings materials .