Mark Johnson
About Mark Johnson
Mark W. Johnson is Mativ’s Chief Legal and Administrative Officer and Corporate Secretary, serving as a Named Executive Officer in 2024 and signing the company’s March 11, 2025 Form 8-K in his corporate secretary capacity . He commenced employment in September 2023 (did not participate in 2023 LTIP) and served through 2024 as NEO . Company performance context in 2024: EBITDA Delivered was $220.6 million, Net Income was -$48.7 million, and the company’s TSR (value of $100 investment) was $33.10 versus the S&P SmallCap 600 Capped Materials Index at $164.88 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $155,462 | $500,000 |
| Target Bonus (% of Base Salary) | 65% | 70% |
| Stock Awards ($) | $300,002 | $419,996 |
| Non-Equity Incentive Plan Compensation ($) | $40,845 | $206,500 |
| All Other Compensation ($) | $11,463 | $32,788 |
| Total Compensation ($) | $607,772 | $1,159,284 |
Notes
- Base salary for NEOs was adjusted in Feb 2024 to align with market; Johnson’s 2024 salary set at $500,000 .
- “All Other Compensation” for 2024 includes company retirement contributions of $17,788 and a $15,000 executive benefits allowance .
Performance Compensation
2024 Short‑Term Incentive Plan (STIP) Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Attainment |
|---|---|---|---|---|---|---|
| EBITDA Delivered ($mm) | 70% | $213 | $235 | $272 | $221 | 67% |
| Revenue ($mm) | 20% | $2,026 | $2,168 | $2,261 | Below Threshold | 0% |
| Safety Scorecard (%) | 10% | 80% | 90% | 100% | 96% | 115% |
- Johnson’s 2024 cash bonus paid was $206,500 (59% of target), consistent with aggregate STIP attainment .
2024 Long‑Term Incentive Program (LTIP) – Grants and Design
| Item | Value |
|---|---|
| Target LTIP (% of 2024 Base Salary) | 140% |
| 2024 PSUs (# at target) | 30,996 |
| 2024 Service‑based RSUs (#) | 20,664 |
| PSU Performance Metrics | Free Cash Flow as % of Net Sales; ROIC; TSR ±20% modifier |
| 2024 Year PSU Payouts (calendar‑year tranche) | FCF target 1.6%, actual 2.0% → 105%; ROIC target 4.5%, actual 4.5% → 105% |
Equity Ownership & Alignment
Beneficial Ownership (as of March 10, 2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Mark W. Johnson | 4,449 | Less than 1% (asterisk in table indicates <1% of 54,517,608 shares) |
- Stock ownership guidelines require CEO=5x salary; other NEOs=3x salary, with retention of 50% of vested shares until guideline met; NEOs either meet or are within the five‑year compliance window .
- Hedging and pledging of company stock are prohibited for directors and key executives .
Unvested Awards and Vesting Schedule (as of Dec 31, 2024; share price $10.90 used for table values)
| Award Type | Unvested (#) | Vesting Schedule | Market/Payout Value ($) |
|---|---|---|---|
| RSUs | 12,887 | One‑half on Sep 1, 2025 and Sep 1, 2026 | $140,468 |
| RSUs | 6,888 | Vested Feb 13, 2025 (was unvested at 12/31/24) | $75,079 |
| RSUs | 13,776 | One‑half on Feb 13, 2026 and Feb 13, 2027 | $150,158 |
| PSUs (unearned) | 20,664 | Performance period 2024‑2026; scheduled vest Feb 13, 2027; subject to FCF/ROIC + TSR modifier | $225,238 |
Employment Terms
Severance & Change‑of‑Control Economics (as modeled at 12/31/2024)
| Component | Without CoC (Without Cause) | With CoC (Without Cause/Good Reason) |
|---|---|---|
| Cash Severance | $1,275,000 | $1,700,000 |
| Long‑Term Incentives – Performance (accelerated vesting value) | $82,491 | $337,856 |
| Long‑Term Incentives – Time‑Based (accelerated vesting value) | $251,136 | $365,706 |
| Benefits Continuation (COBRA) | $47,077 | $62,769 |
| Outplacement | $25,000 | $25,000 |
| Total | $1,680,704 | $2,491,331 |
Key Plan Features and Governance
- Executive Severance Plan: pre‑CoC multiple = 1.5x salary+target bonus for NEOs (non‑CEO); post‑CoC multiple = 2x salary+target bonus; pro‑rated bonus; pro‑rated equity vesting pre‑CoC; target vesting post‑CoC; COBRA 18 months pre‑CoC/24 months post‑CoC; $25,000 outplacement; subject to release and restrictive covenants .
- Clawback policies: Dodd‑Frank compliant NYSE/SEC policy plus legacy SWM recovery policy for incentive comp over prior three years in restatement/adjustment scenarios .
- No tax gross‑ups for CoC; double‑trigger vesting; no option repricing or buy‑backs of underwater options; hedging/pledging prohibited .
Compensation Structure Analysis
- Pay‑for‑performance linkage: 2024 STIP paid 59% of target for all NEOs, reflecting EBITDA shortfall to target and revenue below threshold, partially offset by Safety over‑achievement; Johnson received $206,500 (59% of target) .
- Equity mix shift toward RSUs/PSUs under the 2024 Plan, with three‑year PSU metrics (FCF % of Net Sales, ROIC) and TSR modifier reinforcing cash flow and capital efficiency focus .
- Independent compensation oversight: Committee chaired by Dr. Kimberly Ritrievi; Meridian as independent consultant; 2024 say‑on‑pay approval ~97% .
Risk Indicators & Red Flags
- Pledging/hedging: prohibited for directors and key executives (mitigates alignment risks) .
- Related‑party transactions: none since Jan 1, 2024 (reduces conflict risk) .
- Clawbacks: robust adoption under SEC/NYSE plus legacy recovery policy .
- Equity plan dilution oversight: burn rate averaged 0.80% over three years; overhang 5.9% rising to ~10.1% if 2.3M incremental shares approved (plan amendment under stockholder vote) .
Equity Ownership Guidelines
- Requirement: NEOs (non‑CEO) must hold stock equal to 3x base salary; retain at least 50% of vested shares until in compliance; five‑year compliance window; NEOs meet or within window as of record date .
Investment Implications
- Alignment: Johnson’s variable pay is materially tied to EBITDA, revenue, Safety (STIP) and multi‑year FCF/ROIC with TSR modifier (PSUs), indicating direct linkage to profitability, cash generation, and capital efficiency .
- Retention considerations: Meaningful unvested RSU/PSU balances with staggered vesting through 2027 and severance multiples (1.5x pre‑CoC; 2x post‑CoC) reduce near‑term departure risk but create scheduled liquidity events that could increase supply via tax‑related share sales at vest .
- Governance quality: Prohibitions on hedging/pledging, strong clawbacks, no CoC tax gross‑ups, and high say‑on‑pay support (97%) collectively suggest shareholder‑friendly practices that moderate agency risk .
- Execution focus: 2024 outcomes (revenue below threshold; EBITDA miss to target) compressed annual incentives; LTIP’s FCF/ROIC improvement in 2024 tranche (105% payouts) underscores management’s cash discipline ambitions—continued delivery will be pivotal for PSU realizations and compensation outcomes .