Leroy Ball
About Leroy Ball
Leroy M. Ball, age 56, is Chief Executive Officer of Koppers Holdings Inc. and Koppers Inc. (CEO since January 2024; previously President & CEO from January 2015–December 2023) and the only management representative on Koppers’ board; he has served as a director of Koppers Inc. since May 2013 and brings significant global leadership and financial expertise . Key performance context: Koppers delivered 2024 adjusted EBITDA of $261.6 million against a $283.0 million target in the AIP framework, resulting in a 78% payout; 2024 net sales were $2.09 billion, and Q1 2025 adjusted EBITDA rose 7.8% year-over-year to $55.5 million while maintaining a 2025 adjusted EBITDA outlook of $280 million . Relative TSR PSU results through 2024 were mixed: 2022 three-year tranche at the 59th percentile (123.1% vest), 2023 two-year at 66th (138.8%), 2023 one-year at 87th (200%), and 2024 one-year at 24th (0%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Koppers Holdings Inc. / Koppers Inc. | President & Chief Executive Officer | 2015–2023 | Led the company’s strategic direction and operations across global businesses . |
| Koppers Holdings Inc. / Koppers Inc. | Chief Executive Officer | 2024–present | Continuing execution; insider perspective on strategy, operations, and risk; anticipated to become Chair post-2025 AGM, aligning board focus on critical matters . |
| Koppers Inc. | Director | Since May 2013 | Long-standing board oversight and governance continuity . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ATI Inc. (NYSE: ATI) | Director | Since Feb 2019 | Specialty materials governance; industry/network insights . |
| Highmark Inc. | Director | Since Jan 2023 | Health insurance governance; stakeholder and regulatory perspective . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $890,384 | $915,680 | $961,538 |
| Base Salary (as of effective date) | — | — | $975,000 as of Apr 1, 2024; up 5.4% from $925,000 |
| Perquisites (2024) | — | — | Club dues $36,200; Living allowance $6,373; Executive physical $26,565 |
| Defined Contribution Plan Contributions (2024) | — | — | $69,639 (includes assumed non-elective contributions) |
| Benefit Restoration Plan Credits (2024) | — | — | $32,467 (assumed credits) |
| Dividend Equivalent Units (2024) | — | — | $32,467 |
| All Other Compensation (2024 total) | — | — | $171,244 |
Performance Compensation
| Component | Design | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) – Adjusted EBITDA | Cash; based on adjusted EBITDA | 75% | $283.0M | $261.574M | 81% of target |
| AIP – Operating Cash Flow | Cash; operating cash flow | 25% | $150.0M | $120.951M | 68% of target |
| AIP – Overall | Combined weighted payout | — | — | — | 78% of target; CEO earned $899,563 |
| Long-Term Incentive (LTI) Mix (2024 grants) | PSUs (EBITDA + TSR) and RSUs | CEO: 80% PSUs; 20% RSUs | — | — | — |
| 2024 PSU Grant (CEO) | TSR PSUs + EBITDA PSUs (3-year) | 40% TSR + 40% EBITDA | Threshold 14,862; Target 59,448; Max 118,896 units | — | Grant-date FV $3,153,419 |
| 2024 RSU Grant (CEO) | Time-based RSUs vesting over 3 years | 20% | 14,862 units | — | Grant-date FV $693,758 |
| 2022–2024 TSR PSU Results | Relative TSR vs S&P Small Cap 600 Materials | — | — | See below | See below |
| TSR PSU Performance Tranches | Period End | Relative TSR Percentile | Vesting % of Target |
|---|---|---|---|
| 2024 TSR PSUs | 1-year ending 12/31/2024 | 24th | 0.0% |
| 2023 TSR PSUs | 2-year ending 12/31/2024 | 66th | 138.8% |
| 2023 TSR PSUs | 1-year ending 12/31/2023 | 87th | 200.0% |
| 2022 TSR PSUs | 3-year ending 12/31/2024 | 59th | 123.1% |
| 2022 TSR PSUs | 2-year ending 12/31/2023 | 72nd | 162.1% |
| 2022 TSR PSUs | 1-year ending 12/31/2022 | 32nd | 36.3% |
Notes: In 2025, Koppers amended and restated the AIP; one-third remains annual cash (metrics changed to adjusted EBITDA 75% and modified net working capital % of sales 25%), while two-thirds rolled into a special TSR PSU with value increased by 10%, further increasing equity-at-risk leverage to TSR .
Multi-Year CEO Compensation Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $890,384 | $915,680 | $961,538 |
| Stock Awards ($) | $2,810,749 | $3,572,221 | $3,847,177 |
| Option Awards ($) | $934,904 | — | — |
| Non-Equity Incentive ($) | $1,003,463 | $1,265,592 | $899,563 |
| Change in Nonqualified Deferred Compensation ($) | $3,158 | — | — |
| All Other Compensation ($) | $127,344 | $207,060 | $171,244 |
| Total ($) | $5,770,002 | $5,960,553 | $5,879,522 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership | 743,441 shares (approx. 3.6% of outstanding) |
| Right to Acquire within 60 Days | 377,885 shares (options/RSUs) |
| Unvested RSUs (units) | 146,084; market value $4,733,122 (at $32.40 on 12/31/2024) |
| Unearned PSUs (units) | 52,489; market/payout value $1,700,644 (SEC assumptions) |
| Stock Ownership Guideline | CEO 6x base salary; all NEOs in compliance |
| Hedging/Pledging | Prohibited for employees/officers/directors; pledging/margin restricted per policy |
Options detail (CEO):
- 2015: 6,000 @ $17.57 exp 3/3/2025; 2016: 60,728 @ $18.11 exp 3/1/2026; 2017: 33,519 @ $44.10 exp 3/3/2027; 2018: 41,123 @ $41.60 exp 3/2/2028; 2019: 61,178 @ $26.63 exp 3/6/2029; 2020: 92,180 @ $19.63 exp 3/3/2030; 2021: 36,954 exercisable and 12,318 unexercisable @ $29.84 exp 1/4/2031; 2022: 26,590 exercisable and 26,590 unexercisable @ $32.19 exp 1/4/2032 .
Exercising/Vesting Activity (2024):
- Options exercised: 56,308; value realized $1,435,144 .
- Shares acquired on vesting (RSUs/PSUs): 64,123; value realized $3,111,798 .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | No employment agreements 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; pro-rata bonus (avg. of last two years), lump-sum 2x base salary, plus life/disability/accident/group health benefits for two years or until comparable benefits obtained; continued indemnification; subject to 280G cutback (no tax gross-up) . |
| CIC Equity Treatment | If awards assumed/continued or replaced, no acceleration unless involuntarily terminated (non-misconduct) within 24 months post-CIC; if not assumed or qualifying termination occurs, accelerated vesting per award terms (TSR/EBITDA PSU proration) . |
| Retirement Treatment (Awards) | 2024 awards: Normal retirement allows continued full PSU vesting at end of measurement and immediate full RSU vesting (subject to notice/covenants); early retirement/death/disability allows pro-rata PSU vesting at end and immediate pro-rata RSU vesting . |
| Clawback | Dodd-Frank-compliant recoupment of incentive comp tied to financial reporting measures (including stock price/TSR) for 3 fiscal years preceding a restatement, without regard to fault . |
| Insider/Hedging/Pledging Policy | Prohibits hedging, short sales, publicly traded options, pledging, and margin accounts creating liens; policy filed as Exhibit 19 to 2024 Form 10-K . |
Estimated payments upon separation scenarios (as of 12/31/2024; $32.40 stock price, illustrative):
- Death/Disability/Retirement: $6,181,473 (incl. $899,563 bonus; $5,281,910 equity vesting) .
- Qualifying termination following CIC: $8,941,138 (incl. $1,134,528 pro-rata bonus; $1,950,000 cash severance; $7,646,759 equity vesting; $43,680 health/welfare; $(1,833,830) 280G cutback) .
- Termination without cause (non-CIC): $262,500 cash severance .
Board Governance
| Role | Status |
|---|---|
| Director Since | 2015 |
| Independence | Not independent (management) |
| Committees | Sustainability Committee member |
| Board Attendance | 100% cumulative board/committee attendance in 2024; all directors at least 75% and attended the 2024 annual meeting |
| Leadership Structure | Board to combine Chair and CEO after May 8, 2025; Ball anticipated as Chair; Albert J. Neupaver elected Lead Independent Director with defined responsibilities (executive sessions, agenda/schedule input, liaison, evaluations, shareholder engagement) |
Director compensation program (for context; Ball receives no director pay):
- Annual cash retainer $85,000; chair/committee chair retainers and RSU grants ($110,000); meeting fees; Ball did not receive director compensation in 2024 .
Say-on-Pay & Shareholder Feedback; Peer Group
- Say-on-Pay approval: Over 98% at 2024 annual meeting; 2025 advisory resolution approved (For 17,013,701; Against 284,443; Abstain 38,716) .
- Compensation peer group approach: Market-based with revenue range $729M–$3.910B (LTM as of 6/30/2024); Meridian Compensation Partners engaged as independent adviser; Masonite International removed post-acquisition by Owens Corning for 2025 decisions; no strict percentile benchmarking to a specific peer percentile .
Performance & Track Record
| Metric | FY 2024 | Q1 2025 |
|---|---|---|
| Net Sales | $2.09 billion | $456.5 million |
| Adjusted EBITDA | $261.6 million (AIP actual basis) | $55.5 million (+7.8% YoY) |
| Adjusted EPS | $4.11 | $0.71 |
Management commentary (Q1 2025): Cost reduction measures and pricing improvements drove profitability despite softer volumes; maintaining 2025 adjusted EBITDA/EPS/OCF outlook (Adj. EBITDA $280M; Adj. EPS $4.75; OCF $150M) .
Investment Implications
- Pay-for-performance alignment: CEO pay is heavily at-risk (approx. 83% pay-at-risk; ~71% performance-based), with balanced AIP metrics (EBITDA and cash flow) and LTI PSUs split between EBITDA and relative TSR; 2025 AIP shift adds TSR sensitivity, raising equity-linked at-risk exposure and potentially increasing volatility in realized comp tied to market performance .
- Retention and separation economics: Double-trigger CIC with 2x base salary, pro-rata bonus, benefits, and award-terms-based acceleration provides security but is moderated by 280G cutback and no gross-ups; broad-based severance is modest; retirement-friendly vesting for 2024 grants may encourage orderly transitions rather than abrupt exits .
- Insider selling pressure: 2024 saw material option exercises (56,308) and vesting (64,123 shares), with substantial unvested RSUs/PSUs scheduled into 2026/2027; stock ownership guideline compliance and anti-hedging/pledging policy mitigate leverage/forced selling risk, but calendar-driven vesting could create periodic liquidity events .
- Governance trade-offs: Combining CEO/Chair increases concentration of leadership; mitigants include an empowered Lead Independent Director and fully independent key committees; Ball’s non-independence is explicit, and executive sessions and annual evaluations sustain oversight .
- Performance momentum: Despite mixed TSR PSU outcomes, operational performance improved in Q1 2025 and guidance was maintained; LTI metrics tied to EBITDA and TSR continue to reinforce long-term value creation and capital discipline .
All data and statements above are sourced from Koppers Holdings Inc. 2025 DEF 14A and related 8-K filings: and .