Thomas Coler
QUAKER CHEMICALAbout Thomas Coler
Executive Vice President and Chief Financial Officer of Quaker Houghton (NYSE: KWR) since June 10, 2024; age 50; prior experience spans CFO roles and senior finance leadership at Savage Companies, H.B. Fuller, Polaris, Ecolab, and Boston Scientific; professional credentials include CPA and CFA . Company performance context for FY2024: net sales $1.84B, adjusted EBITDA $310.9M, diluted EPS $6.51; non‑GAAP EPS $7.44; positive operating cash flow $204.6M, reflecting execution amid a challenging macro backdrop . Over 2019–2024, KWR’s cumulative total return ended at $89.60 vs $100 base, while the S&P Composite 1500 Chemicals Index was $144.62; the LTIP uses this chemicals index for RTSR benchmarking .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Savage Companies | Executive Vice President & CFO | Oct 2022–Jun 2024 | Led finance for a global supply chain/logistics provider; experience in corporate development, integration, and IT solutions . |
| H.B. Fuller | VP Finance, Health, Hygiene & Consumables BU; VP Corporate Finance | 2017–2022 | Drove growth/productivity; public company specialty chemicals finance leadership . |
| Polaris Industries | VP Finance | 2015–2017 | Finance leadership for consumer/industrial manufacturing; transformation initiatives . |
| Ecolab; Boston Scientific | Finance leadership roles | Prior to 2012–2015 | Global corporate finance, FP&A, and operational efficiency . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external public company board roles disclosed in reviewed company filings . |
Fixed Compensation
| Component | 2024 Value/Terms |
|---|---|
| Base Salary | $515,000 (per Employment Agreement, effective at CFO appointment) |
| AIP Target | 65% of base salary ($334,750 target), payout range 0–200% |
| Actual AIP Paid | $256,502 (77% of target) for 2024 |
| LTIP Target (Annual) | $850,000 grant-date target; 60% PSUs, 40% RSUs |
| Sign-on RSUs | $400,000 RSUs vesting on second anniversary; repayable if voluntary resignation/for-cause termination within 3 years |
| Perquisites (illustrative) | Retirement Savings Plan contributions $6,239; relocation benefits incl. tax gross-up $19,038 |
| Executive medical/financial planning (program) | Company provides optional executive medical packages and personal financial planning reimbursement |
Performance Compensation
| Metric | Weight | Target | Actual | Payout vs Target | Vesting/Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $340M | $310.9M | 0% (below threshold) | |
| New Business Wins % | 25% | 3% | 6.8% | 200% (max) | |
| ESG: Safety (OII/TRIR) | 15% | 0.35 | 0.3345 | 178% | |
| Individual Modifier | — | Successful = 100% | Applied multiplicatively; execs earned 77–80% region payout overall; Coler 77% | ||
| PSUs | 60% of LTIP | RTSR vs S&P 1500 Chemicals; 3‑yr avg Adjusted ROIC | Ongoing | 50–200% scale per metric | New PSU methodology: 25% weighting each year + 25% cumulative over 3 years; capped at 200% |
| Time-based RSUs | 40% of LTIP | 3‑year ratable vesting | N/A | N/A | Annual RSUs vest in three equal tranches beginning Mar 15, 2025; sign-on RSUs vest Jun 15, 2026 |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership (as of Mar 4, 2025) | 0 shares; options exercisable within 60 days: 0 |
| Ownership % of Outstanding | Less than 1% (0%) |
| Outstanding RSUs (time-based) | 2,009 RSUs vesting ratably beginning Mar 15, 2025; market value $282,787 at $140.76; 2,364 sign‑on RSUs vest 100% on Jun 15, 2026, value $332,757 |
| Outstanding PSUs (unearned) | 1,500 PSUs shown at threshold for 2024–2026; payout contingent on RTSR and ROIC; value reported per SEC assumptions |
| Special RSUs (Dec 15, 2024 grant) | 5,565 target RSUs with RTSR performance modifier (75%–125% of target); cliff vest Dec 15, 2027; fair value disclosed; maximum potential value $1,143,190 at grant |
| Stock Ownership Guidelines | CEO = 5× salary; other NEOs (incl. CFO) = 2.5× salary, to be attained within 5 years; NEOs were in compliance as of June 30, 2024 (policy reviewed annually) |
| Hedging/Pledging | Prohibited for directors and officers (no short sales, options, or hedging; pledging not permitted) |
| Clawback/Recoupment | Mandatory recovery of erroneously awarded incentive comp upon accounting restatement; additional discretionary recovery for fraud/willful misconduct |
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | Dated May 6, 2024; base salary $515,000; AIP target 65% of salary; 2024 LTIP target $850,000 (60% PSUs/40% RSUs); sign‑on RSUs $400,000 (2‑yr vest); relocation lump sum ~$12,000 grossed up; executive benefits eligibility |
| Severance (without cause, no CoC) | 12 months of base salary (paid in installments) and reasonable outplacement assistance; continuation of medical/dental per program; contingent on release |
| Change-in-Control (double-trigger) | If terminated without cause or for good reason within 2 years post‑CoC: cash severance = 1.5× (highest annualized base salary + average bonus from applicable 3‑year period); pro‑rata AIP at target; pro‑rata LTIP awards at target; medical/dental/life coverage for 18 months; outplacement; 280G cutback; confidentiality and non‑compete compliance required (non‑compete during employment and 1 year thereafter) |
| Estimated CoC Payments (illustrative) | Total $1,913,019; includes cash severance $772,500, AIP $334,750, PSUs $140,713, RSUs $612,446, medical/dental/life $27,610, outplacement $25,000 (assumes CoC and termination on Dec 31, 2024, Company stock $140.76) |
| Death Benefit (illustrative) | $515,000 in year of death (2024) plus $257,500 in each of 2025–2028; alternative election to 200% of base in single‑sum noted in employment terms |
Multi‑Year Compensation Snapshot (2024 focus)
| Component | 2024 |
|---|---|
| Salary | $277,308 (partial year from Jun 10, 2024) |
| Stock Awards (grant‑date fair value) | $2,305,557 (includes Mar/Jun annual/sign‑on RSUs and Dec special RSUs with RTSR modifier) |
| Non‑Equity Incentive (AIP) | $256,502 |
| All Other Compensation | $25,277 (incl. retirement savings contributions and relocation gross‑up) |
| Total | $2,864,644 |
Compensation Structure and Peer Benchmarking
- Pay mix relies on at‑risk pay aligned to performance; AIP capped at 200%, PSUs linked to RTSR vs S&P 1500 Chemicals and 3‑yr average Adjusted ROIC; RSUs used for retention .
- Peer group of 16 specialty chemicals/materials companies (e.g., Ashland, Avient, Axalta, Cabot, Ecovyst, H.B. Fuller, Stepan, etc.); targets calibrated around 50th percentile; changes reflect M&A and comparability .
- 2024 Say‑on‑Pay approval ~97%; Committee retained Meridian; maintains robust governance (no option repricing, no pledging/hedging, no single‑trigger CoC, compensation risk review) .
Performance & Track Record
- CFO transition: appointed May 6, 2024 (effective Jun 10, 2024); press release emphasizes experience in growth, transformation, FP&A, corporate development and IT implementations .
- FY2024 Company performance: net sales $1.84B; adjusted EBITDA $310.9M; diluted EPS $6.51; non‑GAAP EPS $7.44; operating cash flow $204.6M; AIP payouts reflected over‑achievement on NBW and safety, offset by EBITDA miss .
Risk Indicators & Red Flags
- Pledging/Hedging: prohibited by policy, mitigating alignment risk .
- Clawback: compliant with SEC/NYSE rules; adds enforcement scope for misconduct .
- Ownership: 0 beneficial shares as of Mar 4, 2025; however, meaningful unvested RSUs/PSUs outstanding; guideline requires 2.5× salary within 5 years for NEOs .
Equity Ownership Detail (as of Dec 31, 2024 unless noted)
| Category | Count | Value Basis |
|---|---|---|
| RSUs (time-based, annual 2024 grant) | 2,009 units; vest ratably beginning Mar 15, 2025 | $282,787 at $140.76 |
| Sign‑on RSUs (Jun 15, 2024 grant) | 2,364 units; 100% vest Jun 15, 2026 | $332,757 at $140.76 |
| Special RSUs (Dec 15, 2024 grant) | 5,565 target units; RTSR modifier 75–125%; cliff vest Dec 15, 2027 | Award terms; max at grant illustrated |
| PSUs (2024–2026 cycle) | 1,500 (threshold shown per SEC rules); payout contingent on RTSR/ROIC | SEC presentation assumes threshold; actual based on 3‑yr results |
| Options | None exercisable/unexercisable listed for Coler | — |
| Beneficial Shares (Mar 4, 2025) | 0 | — |
Compensation & Incentives – Detailed Tables
AIP Mechanics and 2024 Outcomes
| Metric | Weight | Threshold | Target | Max | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 60% | 320 | 340 | 375 | 310.9 | 0% |
| New Business Wins (%) | 25% | 2 | 3 | 4 | 6.8 | 200% |
| ESG Safety (OII/TRIR) | 15% | 0.37 | 0.35 | 0.33 | 0.3345 | 178% |
| Individual Modifier | — | — | — | — | Successful (100%) applied multiplicatively | Region payout 77%; Coler paid 77% |
2024 LTIP Grants to Thomas Coler
| Grant Date | PSUs Target (#) | RSUs (#) | Special RSUs Target (#) | Notes |
|---|---|---|---|---|
| Jun 15, 2024 | 2,999 | 1,999 | — | Annual 60/40 PSU/RSU mix; RSUs 3‑yr ratable vesting |
| Dec 15, 2024 | — | — | 5,565 | RTSR modifier 75–125%; 3‑yr cliff vest Dec 15, 2027 |
Employment Contracts & Change‑of‑Control Economics
| Topic | Key Terms |
|---|---|
| Good Reason (CoC agreements) | Reduction in salary/bonus opportunity or increase in goals, material adverse change in duties, reduction in benefits, relocation >25 miles; triggers severance if terminated within 2 years post‑CoC |
| Severance (No CoC) | 12 months base salary; medical/dental continuation; outplacement; release required |
| CoC Severance (Double‑Trigger) | 1.5× (highest base + average bonus over applicable 3‑year period), pro‑rata target AIP & LTIP, 18 months medical/dental/life, outplacement; 280G cutback; confidentiality & 1‑year non‑compete |
| Estimated CoC Total (Illustrative) | $1,913,019 total (component detail and valuation assumptions provided) |
Compensation Peer Group
Ashland (ASH), Avient (AVNT), Axalta (AXTA), Balchem (BCPC), Cabot (CBT), Element Solutions (ESI), Ecovyst (ECVT), H.B. Fuller (FUL), Ingevity (NGVT), Innospec (IOSP), Koppers (KOP), Minerals Technologies (MTX), NewMarket (NEU), Rayonier Advanced Materials (RYAM), Sensient (SXT), Stepan (SCL) .
Say‑On‑Pay & Shareholder Feedback
- 2024 advisory vote approval ~97%; committee concluded no material program changes needed; continued shareholder engagement, governance focus, board refresh .
Investment Implications
- Alignment: High at‑risk mix with PSUs tied to RTSR/ROIC and AIP tied to EBITDA/NBW/safety; clawback further strengthens alignment; hedging/pledging prohibited reduces misalignment risk .
- Retention risk: Moderate near‑term given special RSU grant with 3‑year cliff and sizable outstanding RSU/PSU balances; sign‑on RSUs add stickiness through mid‑2026 .
- Ownership optics: 0 beneficial shares as of Mar 2025 may appear light; however, policy requires 2.5× salary within 5 years and NEOs were in compliance as of Jun 2024, suggesting a runway to meet guidelines through vesting/accumulation .
- Change‑of‑control economics: Double‑trigger at 1.5× base+bonus average plus pro‑rata incentives and benefits; no excise tax gross‑up (subject to 280G cutback); standard one‑year non‑compete post‑employment under CoC agreement .