J. Tyson Hagale
LEGGETT & PLATTAbout J. Tyson Hagale
J. Tyson Hagale is Executive Vice President, President—Bedding Products at Leggett & Platt (appointed 2023), age 47, with over two decades at the company across corporate development, commercial leadership, and segment P&L roles since joining in 2001 . 2024 Bedding performance under his remit showed FCF outperformance versus target (actual $160.0M vs $140.9M target; 154.4% payout) but EBITDA under target (actual $136.0M vs $176.8M; 0% payout), leading to a 55% weighted KOIP payout and $255,200 bonus . Company PSU outcomes tied to 2022–2024 TSR and EBIT CAGR were below threshold (TSR -69.2% at 2nd percentile; EBIT CAGR -22.3%), evidencing stringent long-term metrics and zero PSU vesting for that cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leggett & Platt | EVP, President—Bedding Products | 2023–present | Segment P&L for Bedding (targets and payouts under KOIP) |
| Leggett & Platt | SVP, President—Bedding Products | 2021–2023 | Led Bedding operations through market softness and restructuring |
| Leggett & Platt | Commercial VP—Domestic Bedding | 2020 | Drove commercial execution in bedding segment |
| Leggett & Platt | President—Home Furniture Group | 2020 | Managed Home Furniture business unit |
| Leggett & Platt | President—Furniture Hardware Division | 2018–2020 | Led hardware division operations |
| Leggett & Platt | Director—Market Plan Development | 2015–2018 | Corporate strategy and market planning |
| Leggett & Platt | Business Development Director | 2011–2015 | M&A and growth initiatives |
| Leggett & Platt | Corporate Development (various roles) | 2001–2011 | Corporate development, finance, and strategy |
External Roles
No external directorships or outside roles were disclosed for Hagale .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $510,577 | $551,923 | $575,385 |
| KOIP Target (% of Salary) | 80% | 80% | 80% |
| Actual Bonus Paid ($) | $267,120 | $120,064 | $255,200 |
Performance Compensation
Annual Incentive (KOIP) – 2024 Details (Profit Center Participant: Bedding)
| Metric | Weight | Target | Actual | Payout % | Notes |
|---|---|---|---|---|---|
| EBITDA (Bedding) | 65% | $176.8M | $136.0M | 0.0% | Below threshold |
| Free Cash Flow (Bedding) | 35% | $140.9M | $160.0M | 154.4% | Exceeded target |
| Compliance Adjustment | — | — | — | +1% | Safety/compliance factor |
| Weighted Payout | — | — | — | 55.0% | Leads to $255,200 bonus |
Long-Term Incentives
| Award | Grant Date | Shares/Units | Terms | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSU | 2/26/2024 | 22,873 | Vests 1/3 on 2/26/25, 2/26/26, 2/26/27 | $385,435 |
| PSU (2024–2026) | 2/26/2024 | 34,309 target; 20,585 threshold; 68,618 max | 50% EBITDA; 50% ROIC; TSR multiplier 0.75–1.25; payout by 3/15/2027 | $524,928 |
| PSU (2022–2024) | Prior cycle | — | Based on EBIT CAGR and relative TSR; Company achieved below threshold; 0% vesting | — |
| PSU 2024–2026 Performance Schedules | Threshold | Target | Maximum |
|---|---|---|---|
| EBITDA (cumulative, $M) | 1,320.0 → 70% | 1,485.0 → 100% | 1,650.0 → 200% |
| ROIC (%) | 7.9 → 50% | 9.3 → 100% | 10.7 → 200% |
| Relative TSR (%ile) | 25th → 0.75x | 50th → 1.00x | 75th → 1.25x |
Notable vesting event: 2024 RSUs vested 8,284 shares with $165,957 value realized; no options exercised; no PSUs vested in 2024 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common Stock Owned | 33,656 shares |
| Stock Units (ESU/Deferred/RSUs) | 100,412 units |
| Options Exercisable (60 days) | None |
| Total Beneficial Ownership | 134,068 units |
| Ownership % of Outstanding | 0.1% (of 134,952,808 shares) |
| Unvested RSUs (12/31/2024) | 34,598 units; $332,141 market value |
| PSU Unearned (12/31/2024) | 44,087 units; $423,235 market/payout value at target disclosure basis |
| Stock Ownership Guidelines | EVP requirement: 3× base salary; all NEOs in compliance as of 3/5/2025 |
| Hedging/Pledging | Prohibited for executives (no hedging; no pledging) |
| Dividends on Unvested Awards | Credited but not paid until vesting; none on options/SARs |
| Deferred Compensation Participation | 2024 deferrals: $79,859 ESU; $57,539 DSU; 2024 ESU/DSU earnings -$308,644; aggregate balance $789,496 at 12/31/2024 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | At-will; no employment contracts |
| KOIP Clawback | Recoupment for restatement, misconduct; 2-year repayment window; restrictive covenants: 2-year non-compete/non-solicit post-award payment |
| PSU Clawback & Covenants | Recovery for restatements/misconduct; non-compete/non-solicit for 1 year post-payout |
| Change-in-Control (CIC) Equity | Double-trigger vesting; time-based awards vest; performance awards deemed earned at max (unless acquirer terminates awards, then immediate vesting) |
| CIC Severance Cash | Double-trigger; 200% of base salary + target annual incentive paid over 24 months; pro-rata KOIP bonus; continuation of benefits for 24 months; additional retirement credit; no 280G gross-up |
| Hagale’s Estimated CIC Payments (as of 12/31/2024) | Severance: $2,088,000; PSU vesting: $565,251; RSU vesting: $332,141; Retirement benefits: $227,218; Health/Life benefits: $57,866; Total: $3,270,476 |
Compensation Structure Analysis
- Mix and rigor: Hagale’s package balances cash and equity with high at-risk pay; EBITDA/FCF KOIP and multi-factor PSUs (EBITDA/ROIC with TSR modifier) emphasize profitability and capital efficiency .
- Target calibration: 2024 KOIP segment targets (Bedding EBITDA/FCF) were set below 2023 actuals amid macro softness and restructuring; PSUs 2024–2026 targets reduced versus prior 3-year performance, but still above cost of capital for ROIC; TSR cap limits upside in negative absolute TSR periods .
- Equity program safeguards: No option repricing/cash buyouts; minimum one-year vesting for ≥95% shares; independent HRC administration; clawbacks across KOIP and equity .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay support: 94% approval in 2024; >90% historically since 2011 .
- Peer group: HRC references a 16-company manufacturing peer set and broad surveys; pay levels aligned near market median; focus on at-risk equity .
Investment Implications
- Alignment and risk: Strong alignment via ownership guidelines, hedging/pledging ban, and multi-year equity with hard EBITDA/ROIC hurdles; PSU negative TSR cap curbs windfalls in down markets .
- Near-term selling pressure: RSUs vest annually (next tranches around 2/26/2026, 2/26/2027), a potential source of supply; PSUs vest only on performance and carry stricter clawbacks and non-competes .
- Execution signals: 2024 Bedding FCF outperformance paired with EBITDA under-delivery yielded a moderate KOIP payout; stringent long-term outcomes (0% 2022–2024 PSU vesting) reflect accountability and may temper future equity realizations absent margin recovery .
- CIC economics: Double-trigger 2× cash severance plus accelerated equity create retention but also a defined cost profile in event-driven scenarios; no tax gross-ups mitigate shareholder concerns .