Greg Weitzel
About Greg Weitzel
Greg Weitzel is Chief Financial Officer of Mativ Holdings, appointed effective April 2, 2023, after serving as VP, Financial Planning & Analysis at Mativ (and previously Neenah since 2018); he earlier held finance and supply chain leadership roles at Georgia‑Pacific . He is 53 and part of the executive officer team elected annually by the Board . 2024 pay‑versus‑performance disclosures show TSR value of a fixed $100 investment at $33.10, Net Income of $(48.7) million and “EBITDA Delivered” of $220.6 million; the Company identified EBITDA Delivered as the most important financial measure linking pay to performance . The 2024 STIP achieved 67% on EBITDA, was below threshold on revenue, and 115% on the Safety scorecard (overall payout 59% of target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mativ Holdings (post-merger of SWM & Neenah) | Chief Financial Officer | Apr 2023–present | Led deleveraging and cash flow focus; executive certifications and governance oversight . |
| Mativ/Neenah | VP, Financial Planning & Analysis | 2018–2023 | FP&A leadership through merger integration and portfolio transformation . |
| Georgia‑Pacific | Finance & Supply Chain leadership roles | ~20 years (prior to 2018) | Operational finance and supply chain execution across divisions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in Company filings | — | — | No external public company directorships or outside executive roles disclosed for Mr. Weitzel . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 387,500 | 475,000 |
| Target Bonus (% of Base) | 65% | 70% |
| Target Bonus ($) | 251,875 | 332,500 |
| Actual STIP Payout ($) | 99,904 | 196,175 |
| All Other Compensation ($) | 47,052 | 64,935 |
| Total Compensation ($) | 1,000,199 | 1,221,377 |
Performance Compensation
Annual Incentive (STIP) — 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Attainment | Payout/Vesting |
|---|---|---|---|---|---|---|---|
| EBITDA Delivered ($mm) | 70% | 213 | 235 | 272 | 221 | 67% | Cash bonus paid (final 59% of target overall) |
| Revenue ($mm) | 20% | 2,026 | 2,168 | 2,261 | Below threshold | 0% | Included in overall payout |
| Safety Scorecard | 10% | 80% | 90% | 100% | 96% | 115% | Included in overall payout |
Long‑Term Incentives — 2024 Grants and Performance Framework
| Component | Target LTIP (% of Salary) | Grant Date Value ($) | Shares/Units | Vesting / Performance |
|---|---|---|---|---|
| PSUs (2024–2026) | 150% | Part of $712,500 | 31,550 at target | 3‑year performance; 50% FCF as % of Net Sales, 50% ROIC; +/-20% TSR modifier vs S&P 600 Materials; cliff vest 2/13/2027 if earned |
| RSUs (Service‑based) | — | Part of $712,500 | 21,033 | 50% vests 2/13/2026 and 50% vests 2/13/2027 (continued service) |
| One‑year RSUs | — | $94,999 + $189,998 grant fair value tranches | 7,011; 14,022 | 7,011 vested 2/13/2025; 14,022 vests 50% on 2/13/2026 & 2/13/2027 |
PSU annual goal outcomes disclosed to date:
- 2024 PSU performance year: FCF as % of Net Sales actual 2.0% vs 1.6% target; ROIC actual 4.5% vs 4.5% target; combined payout result 105% (subject to TSR modifier) .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 15,566 | 7,916 |
| Stock Ownership Guideline | 3x base salary for CFO; retain ≥50% of vested shares until compliant | Same; NEOs either meet or are within 5‑year compliance window |
| Hedging/Pledging | Prohibited for directors and key executives (including NEOs) | Insider Trading Policy explicitly bans hedging and pledging for Executives |
| Options (exercisable) | 382 @ $43.98 exp 1/26/2025; 1,066 @ $42.68 exp 1/25/2026; 1,116 @ $60.50 exp 1/29/2027; 1,006 @ $68.75 exp 1/29/2028 | Same as of 12/31/2024; values at $10.90 YE price shown in proxy tables |
Key vesting schedules (as of 12/31/2024):
- 2023 PSUs (portion established in 2024): scheduled vest 2/16/2026 if earned .
- 2024 PSUs: scheduled vest 2/13/2027 if earned; remaining annual goals for 2025 and 2026 to be disclosed in future proxies .
- RSUs: one‑year tranche vested 2/13/2025; multi‑year RSUs vest 50% on 2/13/2026 and 2/13/2027 .
Employment Terms
| Provision | Pre‑CIC Qualifying Termination | Post‑CIC (Double Trigger within 2 years) |
|---|---|---|
| Cash Severance | 1.5x (base + target bonus) for NEOs | 2.0x (base + target bonus) for NEOs |
| Bonus Treatment | Earned but unpaid + pro‑rated year‑of‑termination bonus | Earned but unpaid + pro‑rated year‑of‑termination bonus |
| COBRA Continuation | Lump sum equal to 18 months of premiums | Lump sum equal to 24 months of premiums |
| Outplacement | $25,000 lump sum | $25,000 lump sum |
| Equity | Pro‑rata vesting; performance at target if first annual period not concluded; averaged actual for completed periods; one‑time time‑based awards fully vest; performance awards at target | Outstanding equity vests based on target for performance awards |
| Triggers | Involuntary termination without cause (pre‑CIC) | Involuntary termination without cause or resignation for good reason (double‑trigger) |
| Clawbacks | Dodd‑Frank clawback adopted; legacy SWM recovery policy maintained | |
| Hedging/Pledging | Prohibited for directors and key executives |
Compensation Structure Analysis
- Mix shifts: CFO base salary increased from $425,000 to $475,000 in 2024 to align with market; target bonus increased from 65% to 70%, and LTIP target increased from 125% to 150% of salary, reflecting expanded role and market benchmarking .
- Annual metrics moved from post‑merger “synergies” focus to core drivers (EBITDA, revenue, safety), indicating emphasis on operating execution versus transaction synergies .
- PSUs emphasize cash generation and ROIC with a relative TSR modifier, aligning with deleveraging priorities and capital efficiency; 2024 annual PSU payout factor was 105% before any TSR adjustment .
- No CIC tax gross‑ups; no option repricing; single‑trigger equity acceleration is not permitted—double‑trigger required—reducing shareholder-unfriendly features .
Performance & Track Record
- Q3 2025: Net sales $513m (+3% reported; +5% organic), Adjusted EBITDA $66.8m (+10%), Adjusted EPS $0.39 vs $0.21, with positive price vs input cost, higher volumes, and lower manufacturing costs; SAS Adjusted EBITDA +17% YoY, net debt reduced to $932m, net leverage 4.2x with liquidity $517m .
- Free cash flow: Q3 2025 FCF $66m, YTD FCF $85m—more than double 2024 levels; capex guided to ~$40m and working capital expected to be a source of ~$10m for full year 2025 .
- Tariff exposure updated to <6% of annual sales for 2025 .
- 2024 STIP outcomes and Pay‑versus‑Performance table: EBITDA Delivered $220.6m, Net Income $(48.7)m, TSR value $33.10 on a fixed $100 investment; EBITDA Delivered identified as primary pay driver .
Governance, Ownership Guidelines & Say‑on‑Pay
- Stock ownership guidelines: CFO must hold stock equal to 3x base salary; retain ≥50% of vested shares until compliant; NEOs either meet guidelines or are within 5‑year compliance period .
- Hedging & pledging: Explicitly prohibited for directors and key executives; Insider Trading Policy bans hedging/pledging for Executives .
- Related parties: No related person transactions since Jan 1, 2024 .
- Section 16 compliance: Noted late Form 4 for RSU vesting for Mr. Weitzel on Jan 26, 2024 due to administrative error (and other individuals) .
- Say‑on‑Pay: 2024 approval ~97%, consistent with five‑year average .
- Compensation consultant: Meridian engaged; independent, no other company services .
- Peer group and market positioning: 16‑company peer set; target total direct compensation around market median (±15%) .
Risk Indicators & Red Flags
- Alignment positives: Double‑trigger CIC, clawbacks, prohibition of hedging/pledging, PSU focus on FCF/ROIC and TSR modifier .
- Watch items: Options expiring 2025–2028 could create episodic selling pressure; multi‑year RSU vest dates (Feb 2026/Feb 2027) may concentrate insider transactions; one administrative late Form 4 noted for RSU vesting .
- Deleveraging focus: Net leverage guided toward ~4x by 2025 year‑end; ongoing cost savings $35–$40m by 2026 underpin margin trajectory to ~15% longer‑term, but management frames path as gradual (execution risk) .
Investment Implications
- Pay-for-performance alignment: The CFO’s incentive mix is heavily at‑risk and tied to cash generation (FCF), ROIC, and EBITDA, consistent with deleveraging and margin expansion goals; absence of shareholder‑unfriendly CIC features supports governance quality .
- Near‑term trading signals: RSU vesting in Feb 2026/2027 and option expirations (2025–2028) can create periodic selling windows; hedging/pledging prohibitions reduce forced‑sale risk .
- Retention & continuity: Severance economics (1.5x pre‑CIC; 2x post‑CIC; equity treatment) are competitive without excesses; ownership guidelines foster alignment over a 5‑year horizon .
- Execution watch: Management commentary points to improved price‑cost, FCF momentum, and leverage reduction—sustained delivery on PSU metrics (FCF/ROIC) will be key catalysts; macro demand, tariffs, and input volatility remain variables .