Kristy Carver
LSB INDUSTRIESAbout Kristy Carver
Kristy D. Carver, age 57, is Senior Vice President and Treasurer of LSB Industries (LXU). She became SVP & Treasurer in January 2019, after serving as VP & Treasurer starting January 2014 and joining LSB as a Vice President in 2008. She previously was a Senior Vice President at IBC Bank (formerly Local Oklahoma Bank) focused on strategic tax planning and litigation; she began her career at Arthur Andersen, is a certified public accountant, and holds a B.S. in Accounting from the University of Central Oklahoma . Company performance context: in 2024, Adjusted EBITDA was $129.5 million and Net Income was a loss of $19.4 million; TSR fell from 2022 to 2024, influencing variable pay outcomes under LSB’s pay-versus-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LSB Industries | Senior Vice President & Treasurer | Jan 2019–present | Corporate treasury leadership; equity-linked incentives tied to TSR; annual STI tied to safety, Adjusted EBITDA, NH3 production |
| LSB Industries | Vice President & Treasurer | Jan 2014–Jan 2019 | Treasury oversight; advanced from VP to SVP reflecting expanding responsibilities |
| LSB Industries | Vice President | 2008–Jan 2014 | Joined LSB; finance/tax leadership |
| IBC Bank (Local Oklahoma Bank) | Senior Vice President | Pre-2008 | Led strategic tax planning, compliance, reporting; supervised multi‑year tax litigation on government-assisted acquisitions |
| Arthur Andersen LLP | Staff/Professional | Early career | Foundation in accounting; CPA credential |
External Roles
- No public company board or external directorships disclosed for Carver in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $307,438 | $319,738 | $330,330 |
| Stock Awards ($, grant-date fair value) | $124,255 | $173,633 | $168,982 |
| STI (Non-Equity Incentive Plan) Paid ($) | $170,240 | $98,000 | $102,000 |
| All Other Compensation ($) | $11,222 | $11,414 | $11,302 |
| Total Compensation ($) | $613,155 | $602,785 | $612,614 |
Perquisites (2024) include automobile allowance, gas, and auto insurance .
Performance Compensation
Annual STI Structure and 2024 Outcomes (Pay-for-Performance)
| Component | Weight | Target | Actual Achievement | Weighted Payout | Notes |
|---|---|---|---|---|---|
| Safety & Environmental (TRIR/PSI/Reportable Events) | 25% | Company targets | 17.0% achieved → 4.2% payout | 4% | Emphasizes safety culture |
| Adjusted EBITDA | 50% | At budget | 97.0% achieved → 48.4% payout | 48% | Core profitability metric |
| NH3 Production | 25% | At budget | Below threshold | 0% | No payout for this leg |
| Overall Multiplier | — | — | — | 117% | Committee applied informed judgment multiplier |
| Target Bonus (% of Salary) | — | 50% | — | — | Established at beginning of 2024 |
| Target Bonus ($) | — | $166,500 | — | — | Grants of plan-based awards table |
| Actual Payout ($) | — | — | — | — | $102,000 for 2024 |
Long-Term Incentive Plan (LTI) Design
- PSUs: Relative TSR vs peer group (2023–2024 grants); 2022 awards used absolute TSR. Monte Carlo valuation basis for TSR PSUs (e.g., $11.85/share for 2024 PSUs) .
- RSUs: Time-based vest over three annual tranches; standard three-year vesting cadence .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 24, 2025) | 57,100 common shares; less than 1% of class |
| Vested vs Unvested (as of Dec 31, 2024) | Unvested RSUs: 7,032 (3/8/2022), 3,512 (1/25/2023), 8,648 (1/17/2024); Unvested PSUs (target): 5,268 (1/25/2023), 8,648 (1/17/2024) |
| Market Value of Unvested (12/31/2024 close $7.59) | RSUs: $53,373 (2022), $26,656 (2023), $65,638 (2024); PSUs: $39,984 (2023), $65,638 (2024) |
| Stock Vested During 2024 | 25,470 shares; $246,788 value realized |
| Stock Options Outstanding | None; weighted average exercise price shown as $— |
| Ownership Guidelines | 3x base salary for non-CEO executive officers; all NEOs met or exceeded guidelines as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors and officers (no margin accounts/pledges; pre-clearance required) |
| Clawback | 2023 Recoupment Policy requires return of erroneously awarded incentive-based compensation upon a financial restatement per SEC/NYSE rules |
Outstanding Equity Award Detail (as of Dec 31, 2024)
| Grant Date | Type | Units Unvested | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 3/8/2022 | Time-based RSU | 7,032 | $53,373 | Vested on 3/8/2025 |
| 1/25/2023 | Time-based RSU | 3,512 | $26,656 | 3-year annual tranches (anniversaries of grant date) |
| 1/25/2023 | PSU (target) | 5,268 | $39,984 | Scheduled to vest on 1/25/2026 (relative TSR) |
| 1/17/2024 | Time-based RSU | 8,648 | $65,638 | Vests 1/17/2025, 1/17/2026, 1/17/2027 |
| 1/17/2024 | PSU (target) | 8,648 | $65,638 | Scheduled to vest on 1/17/2027 (relative TSR) |
Employment Terms
| Scenario | STI Payment ($) | Cash Severance ($) | Equity Accelerated ($) | Health Coverage ($) | Notes |
|---|---|---|---|---|---|
| Termination for Cause | $102,000 | — | — | — | STI amounts shown as table baseline |
| Termination Without Cause / For Good Reason | $102,000 | $333,000 (1x salary) | $251,289 | $23,356 | Time-based RSUs auto-vest; PSUs pro-rated based on actual performance |
| Termination During Change-in-Control Period (Double Trigger) | $102,000 | $499,500 | $251,289 | $23,356 | Double-trigger COC provisions apply |
| Change in Control Without Termination | — | — | $113,159 | — | Acceleration per equity plan |
| Death | $102,000 | — | $113,159 | — | As disclosed |
| Disability | $102,000 | — | $113,159 | — | As disclosed |
- LSB employs double-trigger change-in-control protections in employment contracts and LTIP (requires COC plus qualifying termination) .
- Employment Agreement summary: if terminated without cause/by good reason/non‑renewal, Carver receives one times then‑effective salary; time‑based RSUs accelerate; PSUs vest pro‑rata based on actual performance at period end .
Performance & Track Record Context
| Year | TSR (Value of $100) | Net Income (Loss) ($000s) | Adjusted EBITDA ($000s) |
|---|---|---|---|
| 2021 | $424 | $43,545 | $191,031 |
| 2022 | $510 | $230,347 | $414,653 |
| 2023 | $357 | $27,923 | $132,664 |
| 2024 | $291 | $(19,353) | $129,520 |
- Commentary: TSR rose from 2021 to 2022 then declined through 2024; compensation actually paid tracked share price and Adjusted EBITDA trends under SEC’s pay-versus-performance methodology .
Compensation Committee & Peer Group
- Independent Compensation & Talent Management Committee retains an independent consultant; focus on pay-for-performance and risk mitigation, including clawback, ownership guidelines, anti-hedging/pledging, and double-trigger COC .
- TSR peer group used for pay-versus-performance analysis (2024 framework) includes Advansix, American Vanguard, Balchem, Compass Minerals, CSW Industrials, CVR Partners, Ecovyst, Hawkins, Haynes International, Ingevity, Intrepid Potash, Livent, Orion Engineered Carbons, Quaker Chemical (with adjustments for delistings/mergers) .
Compensation Structure Analysis
- Year-over-year mix (Carver): Salary modestly increased; equity grants stable; STI payouts oscillated with performance (e.g., $170k in 2022 vs $98k in 2023 and $102k in 2024) .
- Shift to TSR-based PSUs (2013–2024 grants) concentrates LTI risk on market-relative performance, reducing discretion; 2024 PSUs valued via Monte Carlo at $11.85/share (target units) .
- Governance features: clawback policy updated for SEC/NYSE rules; strict anti-hedging/pledging; no option repricing permitted without stockholder approval .
Investment Implications
- Alignment: Carver’s pay is meaningfully at‑risk via STI tied to safety, Adjusted EBITDA, NH3 production and LTI tied to relative TSR; NEO stock ownership guidelines (3x salary) and anti‑pledging/hedging strengthen alignment, with all NEOs in compliance as of year‑end 2024 .
- Vesting calendar/overhang: Time‑based RSUs vest annually on 1/17 (2025–2027) and legacy RSUs/PSUs vest on 1/25/2026 and 1/17/2027, creating potential supply around those windows; 2024 vesting realized 25,470 shares and $246,788 for Carver .
- Retention economics: Cash severance of 1.0x salary and double‑trigger COC terms appear moderate; automatic vesting of time‑based RSUs and pro‑rata PSU vesting upon qualifying termination offer balanced retention without excessive parachute risk .
- Performance sensitivity: With TSR declines and lower Adjusted EBITDA in 2023–2024, variable pay tightened (STI 61% of target for Carver in 2024); monitoring TSR peer-relative performance is key to PSU vest outcomes through 2026–2027 .