Stephen Lucas

About Stephen Lucas

Stephen G. Lucas, age 59, is Senior Vice President, Culture and Engagement at Koppers Inc. (appointed January 2025), after serving as Vice President, Culture and Engagement from April 2022 to December 2024; previously he was Vice President, Human Resources at AMETEK, Inc. from July 2014 to April 2022 . Company performance metrics tied to his pay included adjusted EBITDA and operating cash flow; in 2024 Koppers achieved adjusted EBITDA of $261.6M vs a $283.0M target and operating cash flow of $121.0M vs a $150.0M target, resulting in a 78% annual incentive payout for NEOs including Lucas . Long-term incentives use PSUs tied to relative TSR vs the S&P Small Cap 600 Materials Index and multi-year EBITDA, with TSR PSU tranches ranging from 0% (2024 one-year tranche) to 200% (2023 one-year tranche), and three-year 2022 TSR PSU tranche at 123.1% .

Past Roles

External Roles

No external public company board roles or committee positions are disclosed in the filings reviewed (10-K executive officer biographies and DEF 14A NEO sections) .

Fixed Compensation

2024 Perquisites and Other Compensation (component detail)

Performance Compensation

2024 Annual Incentive Plan (AIP) metrics and payout

Note: In Feb 2025, the company adopted an Amended and Restated AIP; for 2025, one-third of the annual incentive remains EBITDA (75%) and modified net working capital as a % of sales (25%), while the remaining two-thirds was rolled into a special TSR PSU award increased by 10% in value .

2024 Long-Term Incentive (LTI) grants (RSUs and PSUs)

PSU program structure and weighting (Other NEOs incl. Lucas)

TSR PSU outcomes (as of Dec 31, 2024)

Equity Ownership & Alignment

Beneficial Ownership (as of March 17, 2025)

Outstanding Unvested Equity (12/31/2024)

Scheduled Vesting (select awards)

Ownership guidelines and pledging

• Executives must maintain ownership equal to a multiple of base salary; for Senior Vice President (incl. Lucas), 3x base salary. Until meeting the guideline, retain 75% of net profit shares from option exercises and RSU/PSU vesting; unvested RSUs count toward compliance, unvested PSUs and unexercised options do not .
• Company prohibits hedging, pledging, or short sales of its stock; no repricing of awards without shareholder approval; and maintains clawback capability in the event of a financial restatement .

Employment Terms

Change-in-control agreements and severance

• Agreements have initial two-year terms with automatic one-year renewals; cash payments require a “double trigger” (CoC + qualifying termination). Benefits include accrued salary, pro-rata bonus equal to the average of the previous two years, a lump sum equal to twice base salary, two years of benefits or until comparable benefits are received elsewhere, and continued indemnification; payments are subject to 280G cutback (no tax gross-ups) .
• Quantified potential payments for Lucas (as of 12/31/2024, using $32.40 stock price):
  • Qualifying Termination Following a Change in Control: Bonus $146,256; Cash Severance $720,720; Equity Vesting $799,099; Health & Welfare $19,142; Cutback $(62,901); Total $1,622,316 .
  • Termination Due to Death, Disability or Retirement: Bonus $107,831; Equity Vesting $526,488; Total $634,319 .
  • Termination Without Cause (not CoC): Cash Severance $13,860 under broad-based plan (one week per year of service) .

Equity treatment on termination/CoC

• If awards are not assumed by a successor or if involuntarily terminated (other than misconduct) within 24 months post-CoC, unvested RSUs/PSUs/options accelerate per award agreements. For 2024 EBITDA PSUs, acceleration is based on adjusted EBITDA CAGR thresholds; for 2024 TSR PSUs, acceleration is pro-rated based on actual TSR performance through the earlier of CoC date or period end; for 2022–2023 PSUs, acceleration depends on whether CoC occurs before or after month 19, with target or performance-based pro-rating, respectively .
• For retirement, death, or permanent disability (awards granted prior to 2024), RSUs/options receive immediate pro-rata vesting; PSUs vest pro-rata at measurement end based on actual performance .

Retention-related allowance

• Separate letter agreement dated December 5, 2024 provides Lucas an $80,000 living expense allowance for calendar year 2025, subject to prorated repayment if he resigns voluntarily or is terminated for cause on or before December 31, 2025; company may offset amounts owed; governed by Pennsylvania law .

Clawback and deferred compensation

• Clawback: Company retains ability to claw back compensation in connection with a financial restatement .
• Benefit Restoration Plan (non-qualified): For 2024, Lucas had registrant contributions $6,467, aggregate earnings $226, aggregate balance $6,693; interest rate for 2024 credits was 4.91% and benefits typically paid in five equal annual installments upon separation .

Compensation Structure vs Performance Metrics

• Pay mix emphasizes performance: Lucas’ 2024 Total Direct Compensation comprised base salary, annual cash incentive, and long-term incentives (RSUs and PSUs); for other NEOs on average, ~69% pay-at-risk and ~49% based on financial goals in 2024 .
• Annual bonus drivers: 75% adjusted EBITDA and 25% operating cash flow; 2024 payout at 78% resulted in Lucas’ bonus of $107,831 from a $138,600 target .
• LTI drivers: TSR PSUs tied to relative TSR vs S&P Small Cap 600 Materials Index and EBITDA PSUs tied to cumulative adjusted EBITDA; RSUs vest ratably over 3 years, strengthening retention .

Equity Ownership & Pledging

• Beneficial ownership: 29,672 shares; right to acquire 6,598 within 60 days; individual <1% of outstanding shares .
• Ownership guideline: 3x base salary; retention of 75% of net profit shares until compliant; unvested RSUs count, unvested PSUs/options do not .
• Pledging/hedging: Prohibited; aligns with shareholder-friendly practices .

Compensation Peer Group and Say‑on‑Pay

• Independent consultant (Meridian) advises the committee; 2024 peer group used for benchmarking; Masonite International removed for 2025 after acquisition; target cash compensation for majority at/below market median, target total compensation for just under half within market range .
• Say‑on‑Pay: Over 98% approval at 2024 annual meeting; committee continues to review program competitiveness and alignment .

Investment Implications

• Alignment: Strong pay-for-performance architecture with clear financial metrics, robust ownership guidelines (3x salary), no hedging/pledging, and clawback supports investor alignment; upcoming scheduled vesting dates (e.g., Jan 2026/2027 and Apr 2025) may correspond with routine tax-withholding sales around vest events .
• Retention and mobility: The $80,000 2025 living allowance with prorated clawback upon early departure signals targeted retention; change-in-control benefits are double-trigger with 280G cutback, limiting parachute risk while offering protection in a strategic transaction .
• Performance linkage and payout sensitivity: 2024 AIP paid below target due to EBITDA and cash flow undershoot (78% payout), and TSR PSU outcomes vary significantly by tranche, creating meaningful upside/downside tied to relative performance—investors should monitor EBITDA trajectory, working capital efficiency (new 2025 metric), and TSR vs index for forward payout risk/opportunity .