Benjamin Burns
LEGGETT & PLATTAbout Benjamin Burns
Benjamin M. Burns is Executive Vice President and Chief Financial Officer of Leggett & Platt (CFO since June 21, 2023), age 47, and chairs the company’s Enterprise Risk Management (ERM) Committee as CFO . He is a CPA and Certified Fraud Examiner with a BBA and MBA in Accounting from Pittsburg State University . Performance context during his tenure includes 2024 adjusted EBITDA of $402.2M (below threshold, 0% KOIP EBITDA payout) and cash flow of $428.6M (189.6% payout), versus 2023 adjusted EBITDA of $506.2M and cash flow of $538.2M; the 2022 PSU cycle paid below threshold as 2022–2024 TSR was -69.2% (2nd percentile) and EBIT CAGR was -22.3% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leggett & Platt | Executive Vice President & CFO | 2023–present | CFO; chairs ERM Committee as CFO overseeing risk reporting to Audit Committee |
| Leggett & Platt | Executive Vice President – Business Support Services | 2023 | Executive leadership role prior to CFO |
| Leggett & Platt | Senior Vice President – Business Support Services | 2022 | Senior leadership; precursor to EVP role |
| Leggett & Platt | Vice President – Business Support Services | 2019–2022 | BSS leadership (see 2021 Annual Report) |
| Leggett & Platt | Vice President & Treasurer | 2017–2019 | Capital structure and treasury oversight |
| Leggett & Platt | Vice President – Internal Audit & Due Diligence | 2012–2017 | Internal controls, audit, and acquisition diligence |
| Leggett & Platt | Internal Audit (joined) | 2003 | Joined company; foundation in internal audit |
External Roles
No external public-company directorships disclosed for Burns in the 2025 DEF 14A or 2024 Form 10-K reviewed .
Fixed Compensation
| Year | Base Salary Rate ($) | Target Bonus % of Salary | Actual Annual Incentive Paid ($) |
|---|---|---|---|
| 2024 | 550,000 | 80% | 292,160 |
| 2023 | 500,000 (rate as of 6/26/2023) | 80% (prorated to 66% for mid-year increase) | 309,540 |
Performance Compensation
Annual Incentive (KOIP) – Metrics, Targets, Results
| Year | Metric | Weight | Target | Actual | Payout % |
|---|---|---|---|---|---|
| 2024 | Adjusted EBITDA | 65% | $441.0M | $402.2M | 0.0% |
| 2024 | Cash Flow | 35% | $350.0M | $428.6M | 189.6% |
| 2024 | Weighted Payout | — | — | — | 66.4% |
| 2023 | Adjusted EBITDA | 65% | — | $506.2M | 71.3% |
| 2023 | Cash Flow | 35% | — | $538.2M | 135.7% |
| 2023 | Weighted Payout | — | — | — | 93.8% |
Notes: 2024 corporate KOIP used EBITDA (65%) and Cash Flow (35%); payout caps 200% per metric .
Long-Term Incentive (LTI) – Awards and Design
| Grant Year | Award | Units/Targets | Grant Date Fair Value ($) | Vest/Performance Design |
|---|---|---|---|---|
| 2024 | PSUs | Threshold 19,521; Target 32,535; Max 65,070 | 497,786 | 3-year (2024–2026): 50% total EBITDA, 50% ROIC; TSR multiplier 0.75–1.25; payout 0–200% |
| 2024 | RSUs | 21,690 units | 365,500 | Time-based vesting: 1/3 at 12, 24, 36 months |
| 2024 | RSUs/PSUs Vested in Year | RSUs vested: 2,155 shares; PSUs: none vested in 2024 | Value on vesting: $44,402 | RSU value at vest uses market price on vesting date |
| 2022 Cycle Outcome | PSUs (2019/2022 designs) | — | — | 2022 PSUs paid below threshold; TSR -69.2% (2nd percentile) and EBIT CAGR -22.3% over 2022–2024 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 5, 2025)
| Holder | Common Shares | Stock Units (ESU/Deferred/RSUs) | Options Exer. ≤60 days | Total Beneficial | % of Class |
|---|---|---|---|---|---|
| Benjamin M. Burns (EVP & CFO) | 45,766 | 88,746 | — | 134,512 | 0.1% |
Notes: Certain RSUs were distributed March 10, 2025; Burns—1,086 shares . Stock units confer no voting rights and convert to shares upon distribution or termination .
Outstanding Equity Awards (12/31/2024)
| Award Type | Unvested/Unearned Units (#) | Market or Payout Value ($) |
|---|---|---|
| RSUs (unvested) | 24,513 | 235,325 (at $9.60 on 12/31/2024) |
| PSUs (unearned) | 34,980 | 335,808 (payout value at target disclosure basis) |
Alignment Policies:
- Stock ownership guidelines: CFO required to hold 3× base salary; all currently employed NEOs were in compliance as of March 5, 2025 .
- Hedging and pledging: Prohibited for directors and Section 16 officers; no pledging permitted .
Employment Terms
- Employment status: At-will; no employment agreements for current NEOs .
- Severance/change-in-control (CIC): Double-trigger; upon CIC plus qualifying termination: salary through termination, pro-rata KOIP, 200% of base salary + target bonus paid over 24 months, continued health/life/fringe benefits for 24 months or cash equivalent, and a lump-sum additional retirement benefit (24 months of additional service) .
- Equity on CIC: Time-based awards vest; performance awards vest at 200% if double-trigger met (or if acquirer terminates awards at closing) .
- Clawbacks: NYSE-compliant Incentive Compensation Recovery Policy adopted Nov 2023; plan-level clawbacks allow cancellation/recoupment for violations, fraud, restatements .
CIC Economics (hypothetical as of 12/31/2024)
| Component | Amount ($) |
|---|---|
| Severance payments | 1,980,000 |
| PSU acceleration (incremental) | 449,507 |
| RSU acceleration | 235,325 |
| Additional retirement benefits | 233,644 |
| Health & life insurance benefits | 57,866 |
| Total | 2,956,342 |
Death/Disability (hypothetical as of 12/31/2024): PSU vesting $224,753; RSU vesting $235,325; total $460,078 .
Pension and Deferred Compensation (selected):
- Retirement Plan (frozen since 2006): Burns credited service 22 years; present value $5,839 at 12/31/2024 .
- 2024 “All Other Compensation” highlights: ESU matching/discounts $61,047; Deferred stock units discounts $13,462; 401(k) match $3,980; Retirement K Excess $5,986; life/disability $1,350 .
Related Party Transactions
- The Company disclosed employment of Ashley Hiatt, Staff VP—Business Accounting Support, the sister-in-law of Benjamin M. Burns; total 2024 compensation $205,154 (reviewed under related persons policy) .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay approval: 94% in 2024; historically >90% with 95% in 2023 .
- Peer benchmarking: HRC Committee benchmarks against surveys and a 16‑company manufacturing peer set; Meridian Compensation Partners serves as independent consultant .
Performance Compensation – Detailed Metric Table
| Metric | Weight | Target | Actual | Payout % | Vesting/Period |
|---|---|---|---|---|---|
| KOIP EBITDA (2024) | 65% | $441.0M | $402.2M | 0.0% | Annual 2024 |
| KOIP Cash Flow (2024) | 35% | $350.0M | $428.6M | 189.6% | Annual 2024 |
| PSU (2024 grant) | — | EBITDA/ROIC targets (see proxy) | — | 0–200% with TSR multiplier 0.75–1.25 | 3-year 2024–2026 |
| RSU (2024 grant) | — | — | — | Time-based | 1/3 each year |
Expertise & Qualifications
- Credentials: CPA; Certified Fraud Examiner .
- Education: BBA (Accounting) and MBA (Accounting), Pittsburg State University .
- Governance/risk: CFO chairs ERM Committee reporting to the Audit Committee on key risks, including cybersecurity .
Investment Implications
- Pay-for-performance alignment: 2024 KOIP paid at 66.4% driven by strong cash flow vs. below‑threshold EBITDA; 2022 PSU cycle paid below threshold, indicating rigorous goals and alignment with shareholder outcomes .
- Retention and overhang: Burns holds 134,512 total beneficial units with 24,513 unvested RSUs and 34,980 unearned PSUs outstanding, providing multi‑year retention but modest direct ownership at 0.1% of shares outstanding .
- Governance quality: Double‑trigger CIC at 2× salary+target bonus, robust clawbacks, and hedging/pledging bans reduce shareholder‑unfriendly risk; no employment agreement suggests limited guaranteed protections outside CIC .
- Related-party oversight: A disclosed family employment relationship (sister‑in‑law) appears immaterial and subject to committee review processes, but warrants routine monitoring .