Stephen Webster
About Stephen Webster
Stephen Webster, 53, has served as Chief Financial Officer of Luxfer Holdings PLC since March 1, 2022. He is a Chartered Accountant with extensive experience in corporate financial management and external reporting under U.S. GAAP and IFRS; he holds a degree in International Management and Modern Languages from the University of Bath . In 2024, Luxfer delivered Net Sales of $362.3 million and Adjusted EBITDA of $49.8 million (13.7% margin), with net debt leverage reduced to 0.7x; despite a 4.3% Net Sales decline, margins and cash generation improved materially . Executive compensation design remains tightly linked to performance: 2024 CFO cash incentive paid at 182.4% of target on strong Management EBITA and Cash Conversion, while relative TSR stood in the seventh decile as of December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Luxfer Holdings PLC | Corporate Controller | Sep 2016 – Mar 2022 | Led corporate financial management and external reporting under U.S. GAAP/IFRS . |
| Seadrill Limited | Head of Global Accounting | Not disclosed | Finance leadership with IFRS external reporting experience . |
| JT International | ERP Business Integration Lead; IFRS Project Lead; Financial Accounting Director | Not disclosed | Drove finance transformation and IFRS reporting capabilities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Webster . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (US$) | $246,660 | $263,339 | $284,489 |
| Perquisites/Other Personal Benefits (US$) | $47,825 (All other comp) | $49,470 (All other comp) | $53,557 (incl. $25,572 perquisite stipend; ~$22,759 pension-in-lieu cash; $1,135 SIP) |
| Target Cash Incentive (% of Salary) | Not disclosed | Not disclosed | 50% ($142,245) |
| Base Salary Progression (detail) | — | £217,000 p.a. in 2023 (FX US$1.2451) | £222,500 p.a. in 2024 (FX US$1.2786) |
Performance Compensation
2024 Annual Cash Incentive – Design and Outcomes (CFO)
| Measure (Weight) | Threshold | Target | Maximum | 2024 Actual | Payout mechanics |
|---|---|---|---|---|---|
| Management EBITA (Group) (60%) | $38.8m | $40.1m | $48.3m | $48.1m | Drives majority of payout; overall cap features apply . |
| Cash Conversion (Group) (20%) | 80% | 90% | 100% | 112% (capped at 100%) | Formula adjusts targets if EBITA hits Maximum; capped where applicable . |
| Revenue (Group) (20%) | $340.7m | $356.0m | $389.3m | $362.3m | Group performance basis for CEO/CFO . |
| Performance Payout Factor | — | — | — | 182.4% | Applied to CFO’s target bonus; payout $259,738 . |
| Target vs Payout (US$) | — | $142,245 | $284,490 | $259,738 | Final payout approved Mar 4, 2025 . |
2024 Equity Awards – Structure, Grants, and Vesting
| Component | Instrument | Grant/Comm. Date | Target # Awards | Key Terms |
|---|---|---|---|---|
| Time-based (40% of equity) | Options (UK) | Mar 18, 2024 | 7,160 | Vests 25% per year over 4 years starting Mar 18, 2025; $1.00 exercise price . |
| EPS Growth (24% of equity) | Performance Options (UK) | Mar 18, 2024 | 6,444 | 2-year period ending Dec 31, 2025; vest Mar 18, 2026; payout curve 0–250%; RoCE condition; baseline 2023 adj. diluted EPS $0.80 . |
| TSR (36% of equity) | Performance Options (UK) | Mar 18, 2024 | 9,666 | 2-year relative TSR vs 8-digit GICS peers; vest Mar 18, 2026; cap 200% . |
| 2022 “Additional EPS” grant (one-time) | Performance Awards | 2022 | 6,000 (Target) | Tied to withdrawn 2025 EPS goal; no longer likely to be realized . |
| Grant date fair value (2024 total) | — | Mar 18, 2024 | — | $215,318 (aggregate 2024 equity value for Webster) . |
Outstanding and Unearned Equity (as of Dec 31, 2024)
| Award Year | Options – Not Exercisable (#) | Equity Incentive (Unearned) (#) | Exercise Price | Expiration | Next Relevant Vest Date(s) |
|---|---|---|---|---|---|
| 2021 | 920 | — | $1.00 | Mar 15, 2027 | — |
| 2022 | 2,235 | 3,204 | $1.00 | Mar 14, 2028 | Mar 14, 2025: 3,204 unearned perf. awards (if achieved) |
| 2023 | 3,479 | 3,531 | $1.00 | Mar 20, 2029 | Mar 20, 2026: 3,531 unearned perf. awards (if achieved) |
| 2024 | 7,395 | 24,971 | $1.00 | Mar 18, 2030 | Mar 18, 2026: 24,971 unearned perf. awards (if achieved) |
Option Exercises / Vested Shares (2024)
| Transaction | Shares | Value Realized (US$) |
|---|---|---|
| Options exercised | 1,920 | $20,486 |
| RSU/Restricted Stock vested | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 24,430 shares (<1% of outstanding) as of Apr 1, 2025 . |
| Ownership guidelines | Company has stock ownership guidelines for Executive Officers; expected attainment within 5 years of appointment/effective date . |
| Hedging/pledging | Prohibited: no hedging, pledging, margin accounts, or monetization transactions for covered persons (incl. Executive Officers) . |
| Vested vs unvested/earned vs unearned | As of Dec 31, 2024, Webster held multiple time-based options not yet exercisable and performance options unearned pending measurement; see table above . |
Employment Terms
| Provision | Key terms (CFO) |
|---|---|
| Appointment | Appointed CFO effective March 1, 2022 . |
| Employment agreement | UK-based executive agreement; includes termination and CoC severance terms . |
| Termination without cause (not in CoC) | Payment in lieu of 12-month notice: $284,489; target cash incentive $142,245; vesting of time-based awards scheduled within notice period (5,047 awards); total illustrative payout $487,752 (assumes Dec 31, 2024 trigger) . |
| Change in Control (double trigger) | If terminated by Company in connection with CoC and no equivalent offer from a Successor: 24 months’ base salary; target cash incentive; immediate vesting per LTIP rules for unvested equity . |
| CoC illustrative economics | Salary $568,978; target bonus $142,245; equity $343,356; total $1,054,578 (assumes Dec 31, 2024 trigger; USD translated from GBP using 2024 avg rate) . |
| Clawback | Enhanced clawback policy for incentive-based compensation . |
Compensation Structure Diagnostics (Webster-specific highlights)
- Cash vs equity mix: 2024 total comp $813,102 with higher variable pay vs prior year on improved EBITA and Cash Conversion; cash incentive paid at 182.4% of target (target 50% of salary) .
- Performance metrics: Annual bonus weighted 60% Management EBITA, 20% Cash Conversion, 20% Revenue at Group level for CFO; 2024 achieved EBITA ~$48.1m (near-maximum), Cash Conversion 112% (capped at 100%), Revenue $362.3m (between threshold and target) .
- Equity design: 40% time-based; 60% performance-based split between EPS Growth (24%) and relative TSR (36%) with 2-year performance and $1.00 strike; UK-based awards delivered as options .
- Special grants: 2022 “Additional EPS” awards tied to withdrawn 2025 EPS goal now unlikely to realize value, reducing risk of windfall .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay frequency: Board recommends and shareholders vote every 1 year for Say-on-Pay; next Say-on-Pay expected at 2026 AGM per 2025 frequency resolution .
- Director remuneration policy and equity plan governance: Strong governance features; no hedging/pledging; minimum vesting; independent Remuneration Committee and external consultant support .
Investment Implications
- Pay-for-performance alignment: 2024 payout at 182.4% of target reflects substantial Group EBITA outperformance and capped Cash Conversion, consistent with Luxfer selecting Adjusted EBITA as the Company-Selected Measure for pay-versus-performance disclosure . This suggests incentive design remains levered to profit/cash metrics supportive of margin/cash priorities.
- Vesting calendar and potential flow: Concentrated performance award vest dates in March 2025 and March 2026 (3,204; 3,531; 24,971 unearned performance awards) plus time-based option tranches commencing March 18, 2025 could create episodic liquidity around vest/exercise windows, though hedging/pledging prohibitions reduce leverage-driven selling pressure .
- Retention and change-in-control: Double-trigger CoC with 24 months’ salary and target bonus, plus equity acceleration, provides retention but also creates defined event-driven payout; outside CoC, 12-month notice with limited near-term equity vesting provides moderate protection without excessive acceleration .
- Ownership alignment: Direct ownership of 24,430 shares (<1%) with company-wide ownership guidelines and anti-hedging/pledging policies support alignment and mitigate misalignment risks .
Notes on 2024 company performance cited above: Net Sales $362.3m, Adjusted EBITDA $49.8m (13.7% margin), strong cash generation and leverage reduction (Net Debt leverage 0.7x), and acknowledgment of a 4.3% Net Sales decline alongside margin recovery and portfolio actions (Graphic Arts sale on track) . Relative TSR positioning was in the seventh decile as of December 31, 2024 .