Jimmi Sue Smith
About Jimmi Sue Smith
Jimmi Sue Smith is Chief Financial Officer of Koppers Holdings Inc. and Koppers Inc., serving in the CFO role since February 2022; she was previously CFO and Treasurer from January–February 2022 and Vice President, Finance and Treasurer from February 2020–December 2021 . She is 52 years old as of February 27, 2025 and also serves as a Director of Koppers Inc. . Smith holds a BSBA in Accounting from West Virginia University and a JD from Duquesne University School of Law; she began her career at a Big Four accounting firm and later held senior finance roles at EQT Corporation, including SVP & CFO and Chief Accounting Officer . Her incentive design is tied to pay-for-performance with PSUs based on relative TSR and cumulative adjusted EBITDA, and she certifies Koppers’ 10‑K under SOX, reflecting accountability for disclosure controls and internal control over financial reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Koppers Holdings Inc. / Koppers Inc. | CFO | Feb 2022–present | Principal Financial Officer; SOX certifications and oversight of disclosure controls and ICFR |
| Koppers Holdings Inc. / Koppers Inc. | CFO & Treasurer | Jan–Feb 2022 | Transition to CFO; expanded responsibilities |
| Koppers Holdings Inc. / Koppers Inc. | VP, Finance & Treasurer | Feb 2020–Dec 2021 | Led global treasury, capital markets financing, M&A support, bank syndicate and credit ratings relationships |
| EQT Corporation | SVP & CFO | Nov 2018–Aug 2019 | Led finance organization at a public natural gas producer |
| EQT Corporation | Chief Accounting Officer | Sep 2016–Oct 2018 | Led external reporting and accounting |
| EQT Corporation | VP & Controller (midstream/commercial) | Mar 2013–Sep 2016 | Controller for midstream and commercial businesses |
| EQM Midstream Partners, LP (GP) | Chief Accounting Officer | Sep 2016–Oct 2018 | CAO of GP entity |
| EQGP Holdings, LP (GP) | Chief Accounting Officer | Sep 2016–Oct 2018 | CAO of GP entity |
| RM Partners, LP (GP) | Chief Accounting Officer | Nov 2017–Jul 2018 | CAO of GP entity |
| Big Four Accounting Firm | Various roles | Early career | Foundation in audit/accounting |
External Roles
| Organization | Role | Years |
|---|---|---|
| Koppers Inc. (subsidiary) | Director | Jan 2022–present |
Fixed Compensation
Multi-year summary compensation (reported amounts; FASB ASC 718 fair values for equity):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $375,000 | $393,269 | $429,231 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $446,200 | $502,973 | $527,210 |
| Option Awards (grant-date fair value) | $117,153 | $— | $— |
| Non-Equity Incentive Plan Compensation (annual bonus) | $220,500 | $278,100 | $233,400 |
| All Other Compensation | $48,315 | $75,777 | $70,527 |
| Total | $1,207,215 | $1,250,119 | $1,260,368 |
All Other Compensation detail (2024):
| Component | Amount (USD) |
|---|---|
| Club dues | $23,527 |
| Executive physical | $971 |
| Defined contribution plan contributions | $26,565 |
| Benefit Restoration Plan credits | $13,406 |
| Dividend Equivalent Units (DEUs) | $6,058 |
| Total | $70,527 |
Performance Compensation
Annual cash incentive design and outcomes:
| Year | Target Bonus % of Salary | Threshold / Target / Max (USD) | Actual Bonus Paid (USD) | Key Metrics | Notes |
|---|---|---|---|---|---|
| 2023 | 60% | $112,500 / $225,000 / $450,000 | $278,100 | Company performance metrics per AIP | Threshold=50% of target; Max=200% of target |
| 2024 | 75% | $150,000 / $300,000 / $600,000 | $233,400 | Company performance metrics per AIP | Threshold=50% of target; Max=200% of target |
Long-term equity incentives (granted under LTIP):
| Grant Year | Instrument | Metric | Threshold / Target / Max (units) | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|---|
| 2023 | PSUs | Relative TSR & Cumulative Adjusted EBITDA | 2,430 / 9,721 / 19,442 | $315,507 | Earn over 2023–2025; TSR PSUs earned at 200.0% through 2023; scheduled vest Jan 5, 2026 |
| 2023 | RSUs | Time-based | 6,480 units | $187,466 | Vest 1/3 annually over 3 years beginning Jan 4, 2024 |
| 2024 | PSUs | Relative TSR & Cumulative Adjusted EBITDA | 1,607 / 6,426 / 12,852 | $327,233 | Earn over 2024–2026 |
| 2024 | RSUs | Time-based | 4,284 units | $199,977 | Vest in equal annual installments over three years on/after Jan 4, 2024 |
PSU performance outcomes impacting vesting:
- 2022–2024 TSR PSU awards earned at 107.2% of target; vested January 3, 2025 .
- 2023–2025 TSR PSU awards earned at 169.4% of target through 2024; scheduled to vest January 5, 2026 .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 17, 2025) | 45,993 shares; right to acquire 4,998 shares within 60 days (options/RSUs); individually less than 1% of outstanding |
| Ownership guidelines | CFO required to hold stock valued at 3x base salary; retain 75% of net shares until compliant; all NEOs are compliant |
| Hedging/pledging | Prohibited: hedging, short sales, publicly traded options, pledging, margin accounts (with exceptions only if margin feature unused and no liens) |
| Clawback | Incentive compensation tied to financial measures (incl. stock price and TSR) subject to recoupment upon accounting restatement; plan-level clawbacks apply |
Outstanding equity awards at fiscal year-end:
| Metric | 2023 (FY-end) | 2024 (FY-end) |
|---|---|---|
| Options exercisable (#) | 1,666 | 3,332 |
| Options unexercisable (#) | 4,998 | 3,332 |
| Option exercise price | $32.19 | $32.19 |
| Option expiration | 1/4/2032 | 1/4/2032 |
| Unvested RSUs (#) | 25,640 | 23,482 |
| Market value of unvested RSUs (USD) | $1,313,281 | $760,817 |
| Unearned PSUs (#) | 19,848 | 5,265 |
| Market/payout value of unearned PSUs (USD) | $1,016,615 | $170,570 |
RSU vesting schedules:
- 2023 grants: vest 1/3 annually over 3 years beginning on the first anniversary of grant (Jan 4, 2024) .
- 2024 grants: vest in equal annual installments over three years on the anniversary of Jan 4, 2024 (i.e., Jan 4, 2025/2026/2027) .
Employment Terms
Change-in-control (CIC) agreements and severance:
- CIC agreements have initial two-year terms with automatic one-year renewals; company may terminate with 90 days’ notice before term end .
- Double-trigger required: CIC plus qualifying termination (company terminates without cause/disability, or executive resigns for relocation >50 miles or material reduction in role/comp) .
- Benefits include accrued salary, pro‑rata bonus equal to average of prior two years, lump-sum equal to 2x base salary, life/disability/accident/group health benefits for two years or until comparable coverage elsewhere, and continued indemnification; equity treatment governed by award agreements .
- No tax gross-ups; payments reduced (“cutback”) to avoid Section 280G excise tax .
- No employment agreements for executive officers; no single-trigger CIC payments .
Quantified potential payments (as of 12/31/2024):
| Scenario | Bonus (USD) | Cash Severance (USD) | Equity Vesting (USD) | Health & Welfare (USD) | Cutback (USD) | Total (USD) |
|---|---|---|---|---|---|---|
| Death/Disability/Retirement | $233,400 | — | $750,391 | — | — | $983,791 |
| Qualifying Termination Following CIC | $249,300 | $880,000 | $1,146,364 | $52,116 | $(666,301) | $1,661,479 |
| Termination Without Cause (Non‑CIC) | — | $33,848 | — | — | — | $33,848 |
Treatment of unvested LTIP awards upon termination outside CIC:
- Retirement/death/disability: PSUs pro‑rata vest at end of measurement period; RSUs/options receive immediate pro‑rata vesting based on specific grant year formulas (2021 monthly; 2022–2023 pro‑rata to next vest date) .
Compensation Structure Analysis
- Target bonus increased from 60% (2023) to 75% (2024), raising at‑risk cash exposure; actual bonus declined in 2024, consistent with softer operating conditions .
- Long‑term mix emphasizes RSUs and PSUs (no new options in 2023–2024), with PSUs tied to relative TSR and cumulative adjusted EBITDA, reinforcing alignment with shareholder returns and operating performance .
- PSU outcomes show positive TSR performance (107.2% for 2022–2024; 169.4% through 2024 for 2023–2025), supporting pay‑for‑performance linkages .
- Independent compensation consultant (Meridian) advises the committee; Masonite removed from peer group for 2025 post‑acquisition; practices include robust ownership requirements and clawbacks, and prohibit hedging/pledging .
Performance & Track Record
- Smith publicly guided that Carbon Materials & Chemicals was at a cyclical trough, with potential back‑half recovery timing and noted margin dynamics driven by lagged raw material pricing, highlighting operational discipline and risk management in a cyclical portfolio .
Risk Indicators & Red Flags
- Clawback policy compliant with Dodd‑Frank; no tax gross‑ups; no single‑trigger CIC; hedging/pledging prohibited—these reduce governance risk .
- Equity award clawback provisions embedded in plan documentation .
- Broad‑based severance for non‑CIC terminations is modest (one week per year of service for salaried employees), limiting cash leakage risk .
Compensation Peer Group
- Committee uses a competitive assessment with Meridian; target cash comp for most executives at/below market median; just under half of target total comp within competitive range; no strict percentile benchmarking; Masonite removed after acquisition by Owens Corning .
Equity Ownership & Alignment — Detailed Compliance
- CFO ownership requirement: 3x base salary; executives must retain 75% of net shares until compliant; unvested RSUs and shares owned outright count; unvested PSUs and unexercised options do not count . All NEOs are compliant; pledging is prohibited .
Investment Implications
- Alignment: Strong pay‑for‑performance through PSUs tied to TSR and adjusted EBITDA; robust ownership guidelines and clawbacks bolster alignment and governance .
- Vesting/Selling Pressure: RSUs vest annually on Jan 4 (2025/2026/2027 for 2024 grant); TSR PSUs vested Jan 3, 2025 and are scheduled Jan 5, 2026 for the 2023–2025 cycle—these dates can create predictable supply from vesting and potential Form 4 activity around blackout windows .
- Retention/Change‑in‑Control: Double‑trigger CIC with 2x salary cash severance and benefits continuation, plus equity acceleration per award agreements; no tax gross‑ups and 280G cutback moderate payout risk while providing retention during strategic events .
- Execution Risk: Management commentary indicates cyclical pressures in CMC and the need to right‑size North American cost structure given reduced coal tar availability—investors should monitor EBITDA PSU attainment and bonus outcomes as operating conditions evolve .