Stephanie Apostolou
About Stephanie Apostolou
Stephanie L. Apostolou is Chief Legal and Sustainability Officer and Secretary at Koppers (KOP), overseeing Legal, Sustainability, Zero Harm, Risk Management, Strategic Planning, and Board governance coordination. She joined Koppers in 2011, advanced to Deputy General Counsel and Assistant Secretary (2019–Feb 2020), General Counsel and Secretary (Mar 2020–Dec 2024), and assumed her current role in Jan 2025 . She is 44 years old (as of Feb 27, 2025) and also serves as a director of Koppers Inc. (subsidiary) . Company performance signals tied to incentive design: 2024 AIP paid at 78% of target on adjusted EBITDA and operating cash flow metrics, and multi-year TSR PSU tranches show mixed relative TSR outcomes (e.g., 2022 grant 3-year tranche at 123.1%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Koppers Holdings Inc./Koppers Inc. | Corporate Counsel | 2011–2018 | Supported legal matters during business evolution and compliance programs . |
| Koppers Holdings Inc./Koppers Inc. | Deputy General Counsel & Assistant Secretary | Jan 2019–Feb 2020 | Assisted GC and coordinated board/secretarial functions . |
| Koppers Holdings Inc./Koppers Inc. | General Counsel & Secretary | Mar 2020–Dec 2024 | Led Legal; coordinated corporate governance; involved in major decisions (e.g., financing amendments) . |
| Koppers Holdings Inc./Koppers Inc. | Chief Legal & Sustainability Officer and Secretary | Jan 2025–Present | Added Sustainability, Zero Harm, Risk Management, Strategic Planning; integrated oversight and alignment with strategy . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Koppers Inc. (subsidiary) | Director | Mar 2020–Present | Governance oversight at operating subsidiary . |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary | $429,231 (FY 2024 actual paid) | Base increased from $400,000 to $440,000 effective Apr 1, 2024 (+10.0%) . |
| Target Bonus % | 75% of base salary . | Applies under the Annual Incentive Plan. |
| Actual Bonus Paid (2024) | $233,400 | Paid at 78% of target based on plan results . |
| Perquisites (2024) | Club dues $12,681; Executive physical $1,368; 401(k)/DC plan contributions $26,565; Benefit Restoration Plan credits $13,039; Dividend Equivalent Units $5,934; Total $59,587 . | Limited perqs; majority retirement-related. |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Payout Mechanics and Results
| Metric | Weight | Target | Actual | Component Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $283.0M | $261.574M | 81% | Paid after FY close . |
| Operating Cash Flow | 25% | $150.0M | $120.951M | 68% | Paid after FY close . |
| Total AIP Payout | — | — | — | 78% of target | Apostolou’s bonus: $233,400 . |
2025 AIP change: One-third remains cash (metrics changed to adjusted EBITDA and modified net working capital % of sales) and two-thirds rolled into a special TSR PSU award (+10% value uplift), for executives including NEOs .
Long-Term Incentives (LTI) – 2024 Grants and Design
| Award Type | Weight (Other NEOs) | Grant Date | Target Shares | Threshold/Max | Grant Date Fair Value | Vesting/Performance |
|---|---|---|---|---|---|---|
| PSUs – EBITDA | 40% | Jan 4, 2024 | included in total below | 25% / 200% of target | Part of $327,233 PSU value . | 3-year cumulative Adjusted EBITDA (T: $840M; Th: $750M; Max: ≥$900M) . Vests after 3 years if earned. |
| PSUs – Relative TSR | 20% | Jan 4, 2024 | included in total below | 25% / 200% of target | Part of $327,233 PSU value . | Relative TSR vs S&P SmallCap 600 Materials; 1-, 2-, 3-year tranches; negative 3-yr TSR caps vesting at 150% . |
| RSUs (time-based) | 40% | Jan 4, 2024 | 4,284 | n/a | $199,977 . | Vests in 1/3 installments over 3 years . |
| 2024 PSU target shares (total) | — | Jan 4, 2024 | 6,426 | Th: 1,607; Max: 12,852 | $327,233 . | See EBITDA/TSR terms above. |
TSR PSU Outcome Snapshot (company-level signaling)
| PSU Grant | Period Ending | Relative TSR Percentile | % of Units to Vest |
|---|---|---|---|
| 2024 TSR PSUs | 1-year to Dec 31, 2024 | 24th | 0.0% |
| 2023 TSR PSUs | 2-year to Dec 31, 2024 | 66th | 138.8% |
| 2023 TSR PSUs | 1-year to Dec 31, 2023 | 87th | 200.0% |
| 2022 TSR PSUs | 3-year to Dec 31, 2024 | 59th | 123.1% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Mar 17, 2025) | 53,510 shares; includes unvested time-based RSUs and related DEUs; <1% of outstanding shares . |
| Right to Acquire within 60 Days (as of Mar 17, 2025) | 4,401 shares (options/RSUs vesting within 60 days) . |
| Options Outstanding | 2,934 exercisable; 2,934 unexercisable; grant 1/4/2022; strike $32.19; expiry 1/4/2032 . |
| Unvested RSUs and Scheduled Vesting | 1/4/2024 grant: 1,437 vest on 1/3/2025; 1,437 on 1/5/2026; 1,437 on 1/5/2027. 1/4/2023 grant: 2,101 on 1/3/2025; 2,101 on 1/5/2026. Earlier tranches listed in proxy . |
| Unearned PSUs (as of 12/31/2024) | 2023 grant: 3,676 (vest 1/5/2026, performance-dependent); 2024 grant: 1,437 (vest 1/5/2027, performance-dependent) . |
| Ownership Guidelines | Required multiple: 3x base salary for Chief Legal & Sustainability Officer; all NEOs in compliance . |
| Hedging/Pledging | Prohibited: no hedging, pledging, short sales, or margin pledges under Insider Trading Policy . |
| 2024 Stock Vested | 10,803 shares vested for Apostolou (value realized $528,199) in 2024; no option exercises . |
Vesting calendar suggests recurring Jan vesting dates (early January 2026 and 2027) that can create periodic liquidity/selling needs for tax withholding, though pledging/hedging is prohibited .
Employment Terms
Severance and Change-in-Control (CIC) Structure
- No individual employment agreements; executives covered by broad-based severance (one week of pay per year of service if terminated without cause) .
- Separate CIC agreements for all NEOs with double-trigger (CIC + qualifying termination) and benefits: accrued salary, pro-rata bonus (avg of prior two years), 2x base salary cash, two years of health and welfare benefits (or cash equivalent), continued indemnification; subject to 280G cutback; equity handled by award agreements (assume/continue or accelerated on non-assumption/qualifying termination) .
Quantified Potential Payments for Apostolou (Assuming termination on Dec 31, 2024; stock price $32.40)
| Scenario | Bonus | Cash Severance | Equity Vesting | Health & Welfare | 280G Cutback | Total Estimated |
|---|---|---|---|---|---|---|
| Death/Disability/Retirement | $233,400 | — | $703,360 | — | — | $936,760 |
| Qualifying Termination Post-CIC | $230,508 | $880,000 | $1,081,817 | $9,148 | $(562,045)$ | $1,639,428 |
| Termination Without Cause (no CIC) | — | $110,006 | — | — | — | $110,006 |
Equity acceleration mechanics differ by grant year and whether awards are assumed; 2024 PSUs have special CIC tests (EBITDA PSUs use CAGR threshold as of CIC date; TSR PSUs pro-rated to CIC) .
Clawback and Other Policies
- Dodd-Frank-compliant clawback on incentive comp tied to financial reporting measures (including stock price/TSR) for restatements within prior three fiscal years .
- Insider Trading Policy prohibits hedging, pledging, short sales, margin accounts with KOP securities .
Performance & Track Record Signals
| Indicator | 2023 | 2024 |
|---|---|---|
| AIP Payout as % of Target (company level) | 124% . | 78% . |
| TSR PSU Outcomes (selected tranches) | 2023 1-yr tranche: 200.0% (87th percentile) . | 2024 1-yr tranche: 0.0% (24th percentile); 2022 3-yr tranche: 123.1% (59th percentile) . |
| AIP Metrics (Targets vs Actuals) | — | EBITDA Target $283.0M vs Actual $261.574M; OCF Target $150.0M vs Actual $120.951M . |
Company say-on-pay support was strong (98% approval at 2024 meeting), indicating shareholder alignment with executive pay program design .
Compensation Structure Analysis
- Pay mix remains performance-heavy: Other NEOs’ long-term incentives ~51% of 2024 total direct compensation on average; ~61% of that performance-based (PSUs) .
- 2024 AIP tied to two financial metrics (Adjusted EBITDA 75%, Operating Cash Flow 25%); 2025 AIP shifts a majority to multi-year TSR PSUs, increasing equity at risk and potentially reducing near-term cash payouts for top executives .
- No tax gross-ups, no option repricing, no single-trigger CIC; robust clawback and stock ownership guidelines (3x salary for Apostolou) reduce governance risk .
Investment Implications
- Alignment: Apostolou’s significant unvested PSUs/RSUs, compliance with 3x salary ownership guidelines, and prohibition on pledging/hedging indicate strong alignment with shareholders and reduced agency risk .
- Retention: Double-trigger CIC with 2x salary and sizable unvested equity through 2027 support retention; 2025 conversion of a large AIP portion into TSR PSUs further ties compensation to multi-year performance and retention .
- Selling pressure: Annual January vesting cycles (RSUs in 2026 and 2027; PSUs subject to results) can create predictable liquidity events but policy constraints limit riskier behaviors (no pledging/hedging) .
- Performance sensitivity: 2024 sub-target AIP payout (78%) and mixed TSR outcomes highlight exposure to end-market conditions; the increased emphasis on TSR PSUs in 2025 amplifies market-relative performance impact on realized pay .