Jeffrey Fleck
QUAKER CHEMICALAbout Jeffrey Fleck
Jeffrey L. Fleck, age 54, is Senior Vice President and Chief Global Supply Chain Officer at Quaker Houghton (NYSE: KWR) since February 2023; prior roles include senior supply chain leadership at Georgia‑Pacific, Zep, Clorox, American Home Products, and Cargill . In 2024, Quaker Houghton delivered net sales of $1.84B and adjusted EBITDA of $310.9M; Company TSR (2019–2024) stood at $89.60 on a $100 base, framing the pay‑for‑performance context for executive incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Georgia‑Pacific Consumer Products | Senior Vice President, Chief Supply Chain Officer | Not disclosed | Led end‑to‑end supply chain for a major consumer products platform |
| Zep, Inc. | Senior Vice President, Chief Supply Chain & R&D Officer | 2010–2015 | Combined supply chain and R&D leadership to drive product and operations performance |
| The Clorox Company | Supply chain leadership roles | Not disclosed | Managed supply chain functions for branded consumer goods |
| American Home Products | Supply chain leadership roles | Not disclosed | Operations and supply chain management |
| Cargill Incorporated | Supply chain leadership roles | Not disclosed | Commodity processing and logistics experience |
External Roles
- No external public company directorships or board committee roles disclosed in the Company’s executive officer biographies .
Fixed Compensation
| Component | 2024 Details |
|---|---|
| Base salary rate (initial → new) | $445,000 → $455,000 effective March 1, 2024 |
| Year‑end total base salary received | $453,115 |
| Target AIP bonus (% of base) | 55% (target award $250,250) |
| Actual AIP bonus | $201,342 (80% of target) |
| Sign‑on bonus | $87,500 paid per Employment Agreement |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Target framework | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | Threshold $320m; Target $340m; Max $375m | $310.9m | 0% of metric |
| New Business Wins | 25% | 2% (50%); 3% (100%); 4% (200%) | 6.8% | 200% of metric |
| ESG: Safety (TRIR/OII) | 15% | 0.37 (50%); 0.35 (100%); 0.33 (200%) | 0.3345 OII | 178% of metric |
| Individual modifier | — | Multiplicative; cap 200% | Applied | Contributed to Fleck’s 80% of target payout |
| Payout form | — | Cash | Cash paid | Cash bonus |
Long‑Term Incentive Plan (LTIP) – 2024 grants
| Award type | Grant date | Target units | Vesting | Performance metrics | Grant date fair value |
|---|---|---|---|---|---|
| PSUs | 3/15/2024 | 1,199 | 3‑year (2024–2026) | 50% RTSR vs S&P 1500 Chemicals; 50% 3‑yr avg adjusted ROIC; each measured with 25% Yr1, 25% Yr2, 25% Yr3, 25% cumulative; capped at 200% | Included in $420,304 total stock awards |
| RSUs (time‑based) | 3/15/2024 | 799 | Ratable over 3 years beginning 3/15/2025 | N/A | Included in $420,304 total stock awards |
Additional context: Through 12/31/2024, performance on 2023–2025 and 2024–2026 PSUs was below threshold; SEC presentation assumes threshold counts for in‑flight awards until final outcomes are known .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (3/4/2025) | 2,327 shares |
| Shares outstanding (for % calc) | 17,871,224 as of record date |
| Ownership as % of shares outstanding | ≈0.013% (2,327 ÷ 17,871,224) based on disclosed figures |
| Unvested time‑based awards | 1,128 shares vest 2/27/2025 (from a 2,255 restricted stock award with 1,127 vested on 2/27/2024); 592 restricted stock vesting in equal installments beginning 3/15/2024; 805 RSUs vesting in equal installments beginning 3/15/2025 |
| In‑flight PSUs (presentation) | 665 and 599 units shown for unearned PSUs with corresponding payout values $93,605 and $84,315 at 12/31/2024 price for disclosure purposes (not performance outcomes) |
| Options | No options outstanding for Fleck; no exercisable or unexercisable options disclosed |
| Ownership guidelines | CEO: 5× salary; other NEOs: 2.5× salary; all NEOs were in compliance as of 6/30/2024 |
| Hedging/pledging | Prohibited for directors and executive officers; Company policy bars hedging transactions (puts/calls/short sales) and pledging; governance framework explicitly “do not permit hedging and pledging” |
Employment Terms
| Provision | Standard terms for Fleck | Quantification (as disclosed) |
|---|---|---|
| Severance (no CIC) | If terminated by Company other than for cause/disability/death/retirement: 12 months base salary; reasonable outplacement; medical/dental continuation consistent with program; AIP prorated based on performance; LTIP proration/continued vesting per plan | Base salary severance: $455,000; benefits continuation estimated at $50,503; outplacement valued at $25,000 |
| Change‑in‑control (double trigger) | If terminated within 2 years post‑CIC (other than for cause/death/disability or voluntary departure without good reason): 1.5× highest annualized base salary + average annual incentive over applicable 3‑year period; pro‑rated target AIP for termination year; pro‑rated LTIP at target; medical/dental/life continuation for 18 months; outplacement; 280G cutback as applicable | Estimated CIC scenario totals (as of 12/31/2024): Cash severance $1,160,625; AIP $295,750; PSUs $181,064; RSUs $354,856; medical/dental/life $50,503; outplacement $25,000; total $2,067,798 |
| Clawback | Compensation recoupment policy adopted per SEC/NYSE rules; recovery of erroneously awarded incentive comp after a restatement; additional discretionary recoupment for fraud/willful misconduct | |
| Triggers | AIP/RSU/PSU proration and vesting treatment are plan‑governed; double‑trigger CIC required | |
| Non‑compete / non‑solicit | Not specifically disclosed for Fleck in filings reviewed (Berquist agreement includes 18‑month restriction) |
Performance & Track Record
- Facility execution: As Chief Supply Chain Officer, Fleck highlighted supply chain expansion with the Zhangjiagang, China manufacturing facility groundbreaking, expected operational by Q2 2026, reinforcing global supply resilience and APAC growth support .
- Enterprise outcomes: 2024 net sales $1.84B; adjusted EBITDA $310.9M; AIP results reflected strong NBW (6.8%) and improved safety (OII 0.3345), offsetting EBITDA under‑performance in payout calculations; Company implemented 2025 AIP EBITDA gate to tighten pay‑profit linkage .
Compensation Committee & Governance Signals
- Compensation Committee: Independent members (Chair: William H. Osborne) oversee executive compensation design, severance/CIC agreements, and succession; committee charters and governance materials posted; independent consultant Meridian engaged in 2024; WTW provides benchmarking data .
- Say‑on‑pay support: 2024 advisory vote approval ~97%, indicating strong shareholder alignment with pay programs .
Investment Implications
- Alignment and retention: Fleck’s mix is weighted to variable pay (AIP and PSUs/RSUs) with safety and NBW driving partial AIP payouts despite EBITDA miss; 2025 gate on EBITDA reduces risk of high payouts in low‑profit periods, strengthening pay‑for‑performance discipline .
- Selling pressure: No options outstanding and time‑based RSUs vesting over 3 years suggest steady, predictable vesting supply rather than lump‑sum option exercises; Company prohibits hedging and pledging, reducing adverse alignment risks .
- CIC economics: Disclosed double‑trigger CIC package for Fleck (~$2.07M at 12/31/2024 assumptions) is moderate relative to peers and includes standard cutback to avoid 280G excise exposure; limited windfall risk but meaningful continuity value in a transaction .
- Ownership skin‑in‑the‑game: Beneficial ownership is modest (~0.013%), typical for a non‑CEO NEO; Company ownership guidelines (2.5× salary) and compliance mitigate low nominal share count concerns; no pledging permitted .
- Execution track: Supply chain capacity investments (China plant) under Fleck’s remit support long‑term growth and margin resilience in APAC, a positive operational indicator for medium‑term cash flow and service levels .