Damien Renwick
LSB INDUSTRIESAbout Damien Renwick
Damien J. Renwick is Executive Vice President and Chief Commercial Officer at LSB Industries (LXU), serving since January 2021. He is 48 years old (as of the 2025 proxy) and holds a Bachelor of Engineering (Honors) and a Bachelor of Commerce from the University of Western Australia . His incentive design ties pay to company performance through short‑term metrics (EH&S, EBITDA, NH3 production) and long‑term equity metrics (relative TSR vs peers), aligning compensation with operational execution and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cyanco (Houston) | President, Cyanco International; Chief Commercial Officer | Not disclosed | Led significant commercial transactions to underpin large-scale capital investment projects |
| Wesfarmers (Perth) | Director & General Manager, Australian Gold Reagents; Commercial Manager, Ammonium Nitrate | Not disclosed | Led improvements in operating and safety performance; involved in capital growth projects, M&A evaluations |
| Arthur Andersen | Consulting division | Not disclosed | Early-career consulting experience |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 321,923 | 365,808 | 387,038 |
| Target Bonus ($) | 231,000 (STI target) | 265,300 (STI target) | 273,000 (STI target) |
| Actual STI Paid ($) | 345,500 | 200,000 | 181,000 |
| All Other Compensation ($) | 8,379 | 8,939 | 8,559 |
Notes:
- Base salaries for 2023 were increased to $379,000 effective April 3, 2023 (committee approvals), with STI target percentage of 70% for Renwick in 2022; the plan-based target dollar amounts align with the STI target framework .
- All Other Compensation includes a $7,800 automobile allowance and spouse airfare in applicable years .
Performance Compensation
Short‑Term Incentive (STI) — Plan Design and 2022 Outcome
| Metric | Weight | Target Definition | Actual/Score | Overall Multiplier | Payout ($) |
|---|---|---|---|---|---|
| Environmental, Health & Safety (TRIR, PSI, environmental events) | 25% | Achieve company-wide safety and environmental outcomes | 21 | 150% | 345,500 |
| Company EBITDA | 50% | Achieve EBITDA at budget | 100 | 150% | 345,500 |
| NH3 Production | 25% | Achieve ammonia production at budget | 16 | 150% | 345,500 |
Design highlights:
- Annual STI opportunity determined by performance across EH&S, EBITDA, and NH3 production, with committee judgment to adjust outcomes as needed .
- STI target percent for Renwick established at hire; 2022 STI target shown at 70% of salary .
Long‑Term Incentive (LTI) — Equity Awards
| Grant Date | Instrument | Performance Metric | Threshold/Target/Max (# RSUs) | Fair Value Basis | Vesting Mechanics |
|---|---|---|---|---|---|
| 1/20/2022 | Performance RSUs | Free cash flow; fixed cost/ton NH3; TSR vs peer avg | 11,981/11,981/23,962 | Grant-date fair value; RSUs | Three-year measurement period; vested/forfeited Jan 20, 2025 |
| 1/20/2022 | Time-based RSUs | Time-based | 11,981 | Grant-date fair value | Vests in equal tranches on Jan 20, 2024 and Jan 20, 2025 |
| 1/25/2023 | Performance RSUs | Relative TSR vs peer group (annual ranking; 3-yr cumulative adjust) | 5,754/11,508/23,016 | Monte Carlo at $20.62/share | Annual TSR measurement with cumulative three-year TSR adjustment |
| 1/25/2023 | Time-based RSUs | Time-based | 11,508 | $12.34/share (NYSE close 1/24/2023) | Three equal annual tranches |
| 1/17/2024 | Performance RSUs | Relative TSR vs peer group (entirely TSR-based) | 12,679/25,358/50,716 | Monte Carlo at $11.85/share | Annual TSR measurement with cumulative three-year TSR adjustment |
| 1/17/2024 | Time-based RSUs | Time-based | 25,358 | $7.69/share (NYSE close 1/16/2024) | Three equal annual tranches |
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Damien J. Renwick | 60,798 | <1% |
- RSUs are not included in voting ownership totals; the table excludes unvested RSUs/PSUs .
- Executive stock ownership guidelines: CEO 5x salary, other executives 3x salary; counted shares include outright holdings, time-based RSUs, and target PSUs; compliance measured annually using 90-day average price . As of Dec 31, 2021, Renwick was “in compliance with the policy” and has until January 11, 2026 to meet guideline levels .
- Hedging and pledging: Insider Trading and Pledging/Hedging Policies prohibit officers from hedging or pledging Company securities or holding in margin accounts .
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2023:
| Grant Date | Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 1/21/2021 | Time-based RSUs | 22,887 | 213,078 |
| 1/20/2022 | Time-based RSUs | 7,987 | 74,359 |
| 1/20/2022 | Performance RSUs (uneamed/target methodology) | 7,988 | 74,368 |
| 1/25/2023 | Time-based RSUs | 11,508 | 107,139 |
| 1/25/2023 | Performance RSUs (uneamed/target methodology) | 7,672 | 71,426 |
As of December 31, 2024:
| Grant Date | Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 1/20/2022 | Time-based RSUs | 3,993 | 30,307 |
| 1/20/2022 | Performance RSUs (earned over 3-yr period) | 3,994 | 30,314 |
| 1/25/2023 | Time-based RSUs | 7,672 | 58,230 |
| 1/25/2023 | Performance RSUs (target disclosed) | 11,508 | 87,346 |
| 1/17/2024 | Time-based RSUs | 25,358 | 192,467 |
| 1/17/2024 | Performance RSUs (target disclosed) | 25,358 | 192,467 |
Notes:
- TB RSUs vest in three equal annual tranches; performance RSUs for 2022 vested/forfeited on Jan 20, 2025; 2023/2024 PSUs are based on annual relative TSR with a cumulative three-year TSR adjustment .
- 2021 awards fully vested on Jan 21, 2024 .
Employment Terms
- Start date and tenure: Executive Vice President & Chief Commercial Officer since January 2021 .
- Employment agreement: LXU is not party to an employment agreement with Mr. Renwick (others have Employment Agreements) .
- Severance and change-of-control: Cash severance multiples (2x–3x or 3x–4x for CEO) apply to executives under Employment Agreements; equity treatment upon CoC provides full vest for time-based RSUs (if not assumed) and earned PSUs at target or based on actual performance, with Renwick’s stock grants treated the same as other NEOs under applicable award agreements .
- Clawback: Updated in 2023 to comply with SEC/NYSE rules for recovery of erroneously awarded incentive compensation upon restatements .
Performance Compensation Structure and Signals
- Mix shift to RSUs/PSUs with TSR: 2023 and 2024 PSUs are entirely or primarily based on relative TSR, increasing direct alignment with shareholder returns; valuations used Monte Carlo simulation ($20.62/share in 2023; $11.85/share in 2024) .
- STI tied to operations: Emphasis on EH&S, EBITDA, and NH3 production; Renwick’s 2022 STI achieved a 150% multiplier with $345,500 payout, indicating strong performance against operational scorecards .
- Upcoming vesting supply: 2022 PSUs had a three-year measurement period with vest on Jan 20, 2025; 2023/2024 PSUs include annual TSR measurement and a three-year cumulative TSR adjustment, creating periodic vesting that could contribute to selling pressure depending on tax and liquidity needs .
Investment Implications
- Alignment: Strong pay-for-performance architecture (EH&S/EBITDA/NH3 in STI; relative TSR in LTI), prohibitions on hedging/pledging, and mandatory ownership guidelines (3x salary) indicate high alignment with shareholders .
- Retention risk: Absence of a personal employment agreement reduces contractual cash severance certainty; retention relies on ongoing equity grants and ownership guidelines; however, consistent annual RSU/PSU grants and multi‑year vesting mitigate near‑term departure risk .
- Trading signals: Equity awards vest on defined schedules (e.g., Jan 20, 2025 for 2022 PSUs; ongoing annual tranches for TB RSUs). Watch Section 16 filings around vest dates for potential sales related to tax withholding or diversification .
- Pay trend: Continued TSR-based PSU grants (2023–2024) tighten linkage to market-relative performance; STI payouts moderated in 2024 vs 2022–2023, reflecting operating environment and scorecard outcomes .