Ryan Elwart
About Ryan Elwart
Ryan Elwart is Group President at Mativ Holdings, Inc. (MATV), initially appointed Group President, Sustainable & Adhesive Solutions (SAS) on January 30, 2024 and expanded in February 2025 to oversee commercial leadership for both SAS and Filtration & Advanced Materials (FAM) segments . He was 51 as of December 31, 2024, and joined Mativ after 16 years at Georgia‑Pacific, where he served as Chief Customer Officer for the Consumer Products Group (2020–2024) and SVP, Global Sales (2014–2020), with earlier commercial roles at PepsiCo and Hormel Foods . Company performance during his initial tenure: 2024 “EBITDA Delivered” was $220.6 million, net income was $(48.7) million, and MATV’s TSR value of a $100 initial investment stood at $33.10, framing a turnaround and deleveraging mandate central to executive incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Georgia‑Pacific (Consumer Products Group) | Chief Customer Officer | Apr 2020 – Jan 2024 | Led combined sales and commercial capability organization across retail/B2B, eCommerce, training, customer planning, category management, and sales strategy . |
| Georgia‑Pacific | SVP, Global Sales | Sep 2014 – Apr 2020 | Drove global commercial execution and customer development for consumer products . |
| PepsiCo; Hormel Foods | Sales roles | Prior to 2014 | Progressive commercial roles building CPG go‑to‑market expertise . |
External Roles
No public company board or external directorships disclosed for Elwart in MATV’s 2023/2024 and 2024/2025 Form 10‑K executive officer listings .
Fixed Compensation
| Component (2024) | Detail |
|---|---|
| Base Salary | $500,000 (effective Jan 30, 2024) . |
| Target Bonus (% of Salary) | 65% . |
| Final 2024 Bonus | $176,558 (59% of target; see STIP results) . |
| All Other Compensation | $35,769 (includes $21,923 company retirement contributions; $13,846 executive benefits allowance) . |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Attainment |
|---|---|---|---|---|---|---|
| EBITDA Delivered ($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% (cap 125%) . |
| Resulting Bonus (Elwart) | — | — | $299,250 target (pro‑rated) | — | — | $176,558 paid (59% of target) . |
Notes: EBITDA Delivered excludes items such as extraordinary/non‑recurring gains/losses, asset sale gains/losses, and restructuring costs; payout between thresholds is interpolated linearly .
2024 Long‑Term Incentive Program (LTIP)
Design: Mix of time‑based RSUs (pro‑rata vesting over 3 years) and PSUs (3‑year cliff; performance based 50% on Free Cash Flow as % of Net Sales and 50% on ROIC with a relative TSR modifier vs. S&P 600 Materials Index) .
| 2024 Grant (as approved) | Target Value | Shares at Target | Vesting |
|---|---|---|---|
| Performance‑Based RSUs (PSUs) | $750,000 | 33,210 | 3‑year cliff in Feb 2027; metrics: FCF% of Net Sales, ROIC; TSR modifier discretionary . |
| Service‑Based RSUs | Included above | 22,140 | Pro‑rata over 3 years (see schedules below) . |
Performance calibration examples disclosed:
- For PSUs, 2024 year sub‑targets were FCF% 0.7/1.6/3.7% and ROIC 3.5/4.5/7.0% (T/M), with 2024 actuals at 2.0% FCF% and 4.5% ROIC yielding a 105% payout factor for the 2024 tranche (before TSR modifier). Future‑year targets set annually .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
- Beneficially owned shares (as of Mar 10, 2025): 4,767 (<1% of outstanding) .
- Stock ownership guidelines: NEOs must hold vested equity equal to 3x base salary; must retain at least 50% of net shares until in compliance. All NEOs either meet or are within the five‑year compliance window .
- Hedging and pledging of company stock by directors and key executives is prohibited .
Outstanding and Unvested Equity (12/31/2024 reference pricing)
| Award Type | Shares Unvested/Unearned | Vesting Dates | Market/Payout Value (at $10.90) |
|---|---|---|---|
| RSUs (service‑based) | 7,380 | Vested on Feb 13, 2025 | $80,442 . |
| RSUs (service‑based) | 14,760 | 50% on Feb 13, 2026; 50% on Feb 13, 2027 | $160,884 . |
| Sign‑on RSUs (service‑based) | 22,140 | 50% on Apr 26, 2025; 50% on Apr 26, 2026 | $241,326 . |
| PSUs (2024–2026 cycle) | 22,140 (max shown; target 11,070 for 2024‑set goals) | Cliff vest Feb 13, 2027, subject to performance and TSR modifier | $241,326 (at max; target calibrations disclosed separately) . |
Notes:
- 2024 PSUs granted reflect only one‑third of total target shares in the Grants table because annual performance goals are set each year; total target for Elwart’s 2024 PSU grant is 33,210 as per LTIP table .
- No stock options outstanding for Elwart; MATV did not grant option awards in 2024 NEO programs .
Implications for Insider Selling Pressure
- Upcoming vesting triggers in 2026 (Feb 13 and Apr 26) total 23,730 service‑based RSUs; PSUs vest in 2027 subject to performance. Ownership guidelines and 50% net‑share retention reduce near‑term sell pressure; hedging/pledging prohibited .
Employment Terms
- Start date and role: Appointed Group President, SAS effective January 30, 2024; expanded to Group President over both SAS and FAM effective February 20, 2025 .
- Offer‑letter inducements: $450,000 cash sign‑on bonus (repayable in full if voluntary departure within 24 months), plus $300,000 service‑based RSUs vesting in two equal annual installments; ongoing participation in 2024 Plan .
- Severance economics (Executive Severance Plan, adopted June 2024):
- Qualifying termination without cause (non‑CIC): 1.5x (salary + target bonus) cash, pro‑rated current‑year bonus, 18 months COBRA equivalent, $25,000 outplacement, and pro‑rated equity vesting; one‑time time‑based equity fully vests, performance‑based at target if first performance year not completed .
- CIC (within 2 years post‑change): 2x (salary + target bonus) cash, pro‑rated bonus, 24 months COBRA equivalent, $25,000 outplacement, time‑based equity vests and PSUs settle at target .
- Example maximums (as of 12/31/2024): $1,762,240 (without CIC) and $2,588,264 (with CIC), inclusive of accelerated equity valuation at $10.90/share .
- Release required; restrictive covenants (non‑competition, non‑solicitation, confidentiality, non‑disparagement) apply .
- Clawbacks: Dodd‑Frank‑compliant policy plus legacy discretionary recovery policy for 3 years .
- Trading plans: No Rule 10b5‑1 or non‑Rule plans adopted/terminated by directors/officers in Q4 2024 (disclosed at company level) .
Compensation Structure Analysis
- Cash vs equity mix: 2024 target LTIP at 150% of salary indicates heavy multi‑year equity emphasis; no option grants, with value concentrated in RSUs/PSUs (lower risk than options) .
- Pay for performance linkage: 59% of target STIP payout driven by below‑target EBITDA and revenue miss; safety outperformance had limited weighting—consistent with shareholder alignment despite mixed operational results in 2024 .
- Performance metrics rigor: LTIP uses FCF% of Net Sales and ROIC with a relative TSR overlay; 2024 actuals delivered a 105% factor for the 2024 PSU sub‑year inputs before TSR modifier, balancing cash generation and returns discipline .
- Governance: 97% say‑on‑pay approval in 2024; prohibition on hedging/pledging; robust stock ownership guidelines and clawbacks .
- Peer benchmarking: Committee references a 16‑company peer set (e.g., Aptar, H.B. Fuller, Donaldson, Axalta) and aims around market median ±15% for target total direct comp .
Performance & Track Record
| Indicator | 2024 Outcome |
|---|---|
| EBITDA Delivered | $220.6 million . |
| Net Income | $(48.7) million . |
| TSR (value of $100 initial investment) | $33.10 (company) vs $164.88 for S&P SmallCap 600 Capped Materials Index . |
Notable role expansion: On February 20, 2025, Elwart was promoted to Group President with responsibility for commercial leadership of both SAS and FAM segments, increasing his operational scope and influence on consolidated performance .
Equity Ownership & Alignment (Supplemental)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Ryan Elwart | 4,767 | <1% . |
Company has not reported any related‑party transactions since January 1, 2024, mitigating conflict‑of‑interest risk .
Investment Implications
- Alignment and retention: Elwart’s 2024 LTIP target at 150% of salary, multi‑year PSUs tied to FCF/ROIC with TSR overlay, and strict ownership/retention rules create strong alignment with deleveraging, margin improvement, and cash generation goals disclosed by MATV .
- Near‑term supply considerations: RSU vestings in 2026 (Feb 13 and Apr 26) and PSU cliff in 2027 may increase trading windows; however, 50% net‑share retention and low current beneficial ownership (<1%) likely temper discretionary selling pressure as he builds toward 3x salary ownership guideline .
- Pay‑for‑performance signal: 2024 STIP paid 59% of target amid revenue shortfall and sub‑target EBITDA attainment—evidence of downside sensitivity; PSU calibration delivered a modest 105% for 2024 sub‑year performance, emphasizing FCF/ROIC improvement despite overall net loss and depressed TSR .
- Protection/turnover risk: Severance plan economics (1.5x non‑CIC; 2x CIC; equity vesting treatments) provide retention and response to potential strategic transactions without problematic tax gross‑ups, balancing executive stability with shareholder protections (double‑trigger equity in CIC) .
- Execution watch‑items: Company‑level 2024 net loss and underperformance vs. sector TSR underscore execution risk; Elwart’s expanded remit across both segments elevates his impact on revenue mix shift, cost actions, and cash conversion critical to re‑rating .