Cheryl Maguire
LSB INDUSTRIESAbout Cheryl Maguire
Cheryl A. Maguire is Executive Vice President and Chief Financial Officer of LSB Industries (LXU), a role she has held since January 2020. She joined LSB in November 2015 as VP, Financial Planning & Accounting, later serving as SVP & CFO; prior roles include Senior Manager FP&A at LyondellBasell and leadership positions in external reporting and corporate accounting at Petroplus, after beginning her career at Grant Thornton. She holds a BBA from the University of Prince Edward Island and is a CPA; her age was disclosed as 46 in the 2024 proxy. Company performance context: management’s pay-versus-performance disclosures show Adjusted EBITDA rose from 2021 to 2022, then declined through 2024; Total Shareholder Return similarly rose into 2022 then declined into 2024, with “compensation actually paid” to NEOs moving with share price and performance, underscoring variable pay linkage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| LSB Industries | EVP & CFO | Jan 2020 – present | Principal financial and accounting officer; signatory on earnings filings . |
| LSB Industries | SVP & CFO; earlier VP FP&A & Accounting | Nov 2015 – Dec 2019 | Built financial planning and accounting; progressed to CFO . |
| LyondellBasell | Senior Manager, FP&A | Jul 2012 – Jun 2015 | Led planning/analysis at large global chemicals company . |
| Petroplus (Europe) | Head of External Reporting/Corporate Accounting/Policy/FA | Not disclosed | Led reporting and accounting policy in European refining . |
| Grant Thornton LLP | Auditor (early career) | Not disclosed | Foundation in accounting/audit . |
External Roles
No public company directorships or external board roles disclosed for Ms. Maguire in LSB’s 2024–2025 proxies .
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $380,808 | $414,174 | $434,500 |
| Stock Awards (grant-date fair value) | $432,449 | $568,923 | $556,480 |
| Non-Equity Incentive (STI paid) | $369,000 | $241,000 | $200,000 |
| All Other Compensation | $0 | $1,052 | $1,011 |
| Total | $1,182,257 | $1,225,149 | $1,191,991 |
Base salary rate progression and target bonus:
- Base salary rate: $425,000 at 2023 year-end; $438,000 for 2024; $453,000 for 2025 (effective Mar 29, 2025) .
- Target annual bonus: 75% of salary for CFO (documented in 2023 and 2024 STI scorecards) .
Performance Compensation
Annual STI (cash bonus) design and outcomes
Weights: Safety & Environmental 25%; Adjusted EBITDA 50%; NH3 Production 25%. Committee applied discretion multipliers each year .
| Item | 2023 | 2024 |
|---|---|---|
| Target bonus (% of salary) | 75% | 75% |
| Safety & Environmental (weight; weighted payout) | 25%; 42% (167% achievement) | 25%; 4% (17% achievement) |
| Adjusted EBITDA (weight; weighted payout) | 50%; 0% | 50%; 48% (97% achievement) |
| NH3 Production (weight; weighted payout) | 25%; 21% (86% achievement) | 25%; 0% (below threshold) |
| Discretionary multiplier | 120% | 116% |
| Overall payout (% of target) | 76% | 61% |
| STI paid ($) | $241,000 | $200,000 |
Interpretation: Pay outcomes tracked operations—no EBITDA payout in 2023 and zero NH3 in 2024 depressed bonuses despite safety performance, reinforcing operational leverage in STI .
Long-Term Incentives (equity)
Structure: Time-based RSUs (vest ratably over 3 years) and Performance-based RSUs (PSUs) tied to relative TSR; in 2024, PSUs are 100% TSR-based. Valuation inputs per grant disclosed .
| Grant Year | Time-based RSUs (#) | PSU Target (#) | PSU valuation/share | RSU valuation/share | Aggregate grant-date fair value ($) |
|---|---|---|---|---|---|
| 2023 (1/25/2023) | 17,261 | 17,261 | $20.62 | $12.34 | $568,923 |
| 2024 (1/17/2024) | 28,479 | 28,479 | $11.85 | $7.69 | $556,480 |
- Vesting mechanics: Time-based RSUs generally vest in equal thirds over 3 years; PSUs vest based on relative TSR (2023 awards include annual TSR ranking with a 3-year adjustment; 2024 awards are entirely TSR-based) .
- Shares vested in 2023: 56,946 shares; value realized $708,872 (pre-tax) .
Equity Ownership & Alignment
- Beneficial ownership: 181,317 shares as of March 24, 2025 (<1%); previously 226,749 shares as of April 1, 2024 (<1%) .
- Outstanding/unvested awards (12/31/2023 snapshot):
- Time-based RSUs: 50,810 (1/21/2021, vested 1/21/2024), 12,270 (1/20/2022), 17,261 (1/25/2023); market values $473,041; $114,234; $160,700, respectively (at $9.31 on 12/29/2023) .
- PSUs (unearned): 12,269 (1/20/2022), 11,507 (1/25/2023); market/payout values $114,224; $107,130 .
- Stock ownership guidelines: CFO must hold 3x base salary; measured annually using 90-day average price; NEOs met/exceeded guidelines as of Dec 31, 2023 and remained in compliance as of Dec 31, 2024 .
- Hedging/pledging: LSB prohibits directors and officers from hedging, holding in a margin account, or pledging Company securities; pre-clearance of trades required. Anti-hedging/pledging and insider trading policies are disclosed and referenced on LSB’s governance site .
- Vested vs. unvested alignment: Significant unvested RSUs/PSUs and ownership guidelines support ongoing alignment; 2021 award fully vested January 21, 2024 (potential withholding-related sales around that date are possible, but no Form 4s were surfaced in document search) .
Employment Terms
Key provisions (2018 Maguire Employment Agreement):
- Term: One-year initial term with automatic one-year renewals unless terminated .
- Base salary floor: at least $370,000 (since exceeded) .
- Annual bonus eligibility: 0–120% of salary, target at least 60% (plan targets subsequently set at 75%) .
- Restrictive covenants: 24-month non-compete and non-solicit post-termination .
- Severance (no CIC): Lump sum 1x (salary + target bonus), pro-rata current-year bonus based on actual results, 18 months employer-paid COBRA; time-based RSUs vest, PSUs pro-rata based on actual performance .
- Change-in-control (double trigger): Upon qualifying termination in specified change-in-control windows, lump sum 2x (salary + target bonus), pro-rata current-year bonus, 18 months COBRA; equity acceleration per plan (time-based vest; PSUs at greater of target or performance as determined) .
Estimated severance economics (as of 12/31/2024; values use plan assumptions and LXU price references in proxy):
| Scenario (CFO) | STI Payment | Cash Severance | Equity Acceleration | Health Coverage | Total |
|---|---|---|---|---|---|
| Termination without cause/for good reason | $200,000 | $766,500 | $743,799 | $23,356 | $1,733,655 |
| CIC + qualifying termination (double trigger) | $200,000 | $1,533,000 | $743,799 | $23,356 | $2,500,155 |
| CIC without termination (equity only) | — | — | $743,799 | — | $743,799 |
| Death/Disability (equity + benefits) | $200,000 | — | $375,447 | — | $575,447 |
Clawback and policies:
- Recoupment: Executive Compensation Recoupment Policy updated in 2023 to comply with SEC/NYSE; recovery of erroneously awarded incentive-based pay upon restatements; executives also subject to insider trading, anti-hedging, anti-pledging, and mandatory ownership guidelines .
Compensation Structure Analysis
- Mix and leverage: CFO target bonus = 75% of salary; STI metrics emphasize EBITDA (50%) and NH3 production (25%); 2023 EBITDA underperformance and 2024 NH3 shortfall materially reduced payouts—clear operational linkage. Committee applied modest discretion (1.20x in 2023; 1.16x in 2024) .
- LTI evolution: 2024 PSU design is 100% TSR-based at grant (vs. prior relative TSR constructs with annual rankings and 3-year adjustment), increasing sensitivity to market/peer returns rather than internal financials .
- Governance features: Double-trigger CIC, no hedging/pledging, and updated clawback mitigate risk; ownership guidelines (3x salary for CFO) reinforce alignment; 2025 shareholders approved a new 2025 LTIP at the annual meeting .
- Say-on-Pay support: ~94% approval in 2024 (proxy) and ~98% approval in 2025 (votes For 50,880,212.93 vs. Against 919,893), indicating strong investor endorsement of pay design .
Equity Ownership & Alignment (Detail Tables)
Beneficial Ownership
| As of date | Shares beneficially owned | % of class |
|---|---|---|
| Apr 1, 2024 | 226,749 | <1% |
| Mar 24, 2025 | 181,317 | <1% |
Outstanding Equity (12/31/2023)
| Grant date | Award type | Unvested/Unearned (#) | Market/Payout value (USD) |
|---|---|---|---|
| 1/21/2021 | Time-based RSUs | 50,810 | $473,041 |
| 1/20/2022 | Time-based RSUs | 12,270 | $114,234 |
| 1/25/2023 | Time-based RSUs | 17,261 | $160,700 |
| 1/20/2022 | PSUs (unearned) | 12,269 | $114,224 |
| 1/25/2023 | PSUs (unearned) | 11,507 | $107,130 |
Vesting notes: 1/21/2021 awards fully vested on 1/21/2024; time-based RSUs vest ratably (typically 1/3 per year); PSUs vest on relative TSR outcomes (2024 grants entirely TSR-based) .
Employment Terms (Key Clauses)
- Auto-renewal one-year contract; target bonus sat at 75% in practice (agreement minimum 60%); 24-month non-compete/non-solicit .
- Severance multiple: 1x salary+target bonus (no-CIC); 2x salary+target bonus (CIC double trigger); pro-rata current-year bonus and benefits continuation; equity treatment favorable for time-based units, performance-proportional for PSUs .
Performance & Track Record
- CFO tenure during commodity/volume cyclicality: Company disclosures show Adjusted EBITDA and TSR up through 2022 then down through 2024, and variable pay tracked those dynamics; Committee notes stock price movement notably influenced “compensation actually paid,” reflecting equity-heavy mix .
- Operational stewardship: CFO signs earnings 8-Ks as principal financial and accounting officer, underscoring responsibility for reporting and capital stewardship .
- Background demonstrates experience in integrations, capital markets, and restructurings, relevant to LSB’s asset and commodity cycles .
Compensation Peer Group and Say-on-Pay
- Peer group: 2023/2024 compensation decisions benchmarked to a chemicals/industrial peer set (e.g., AdvanSix, American Vanguard, Balchem, Compass Minerals, CSW Industrials, CVR Partners, Ecovyst, Hawkins, Ingevity, Intrepid Potash, Orion Engineered Carbons, Quaker Chemical, REX American Resources, Rogers) with updates in 2023 to add Compass and Orion; independent consultant (Compensation Strategies) engaged .
- Say-on-Pay: 2024 approval ~94%; 2025 approval 50,880,212.93 For vs. 919,893 Against (strong support) .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives (reduces alignment risk) .
- Clawback: Updated to SEC/NYSE standards in 2023 (restatement recovery) .
- CIC Economics: Double trigger and market multiples (2x for CFO) mitigate windfall risk .
- Insider selling pressure: 2023 RSU vestings were material (56,946 shares); 2021 grant fully vested in Jan 2024 and may have resulted in tax-related disposals; however, no Form 4 transactions for Ms. Maguire surfaced in the filings dataset to quantify net sales .
Investment Implications
- Alignment: High—ownership guidelines (3x salary) met, anti-hedging/pledging, and a balanced STI scorecard tie pay to safety, EBITDA, and production. LTI is equity-heavy, with 50% PSUs and TSR-only PSUs in 2024 increasing direct linkage to shareholder returns .
- Retention risk: Moderate—evergreen 1-year contract with 1x severance and meaningful unvested equity aids retention; CIC double-trigger 2x multiple protects continuity without single-trigger windfalls .
- Trading signals: Large annual vesting events (e.g., legacy 2021 RSUs) can create predictable supply from tax withholding; monitor for 10b5-1 plans and any Form 4s ahead of vest dates, although none were identified in the document set for Ms. Maguire .
- Pay-for-performance integrity: 2023–2024 STI outcomes demonstrate downside sensitivity, while TSR PSUs amplify market beta—constructive in aligning with holders but potentially less reflective of internal value creation in periods of commodity-driven volatility .