Shruti Singhal
About Shruti Singhal
Shruti Singhal, age 55, is President and Chief Executive Officer of Mativ Holdings, Inc. since March 11, 2025, and continues to serve on the Board of Directors . He holds BS and MS degrees in Chemical Engineering from Drexel University and completed Wharton’s Global Marketing Management Program . His credentials include leading operational turnarounds and profitability initiatives across specialty materials businesses (Galata Chemicals, Chroma Color, DSM), with deep global operating experience across North America and Europe . Company pay-versus-performance context prior to his appointment shows 2024 Compensation Actually Paid to the CEO of $3.12M, cumulative TSR value of $33.10 on a $100 baseline (peer TSR $164.88), Net Income of $(48.7) million and “EBITDA Delivered” of $220.6 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mativ Holdings, Inc. | President & CEO | 2025–present | Mandate to accelerate execution, lower costs, improve cash flow, reduce leverage |
| Galata Chemicals | President & CEO | 2024–2025 | Led specialty additives producer across PVC and polyolefin end-markets |
| Chroma Color Corporation | President & CEO | 2021–2024 | Transformation leadership; specialty color/additive concentrates supplier (Arsenal Capital Partners) |
| DSM | President, Engineering Materials Business | 2018–2021 | P&L leadership in engineering materials with global footprint |
| Prior roles (Henkel, Cognis/BASF, Rohm & Haas, Dow, Ashland, Solenis, General Cable) | Senior leadership across operations/marketing | Various | International operations, M&A and execution expertise |
External Roles
| Organization | Role | Years |
|---|---|---|
| Neenah Inc. | Director; Audit Committee member | 2021–2022 |
Fixed Compensation
| Component | Terms |
|---|---|
| Base cash compensation | Monthly stipend of $110,000 for a one-year term from March 11, 2025 to March 11, 2026; annualized $1.32M |
| Short-Term Incentive Plan (STIP) | Not eligible for STIP or annual incentive payments during the term |
| Benefits/expenses | Eligible for benefits consistent with similarly-situated executives; travel reimbursement including travel from primary residence to HQ |
Performance Compensation
| Award Type | Grant Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Time-based RSUs (one-time) | $2,100,000 grant-date value | One-year cliff on last day of term (Mar 11, 2026) | None (time-based award) | Subject to company clawback policies |
Company incentive plan design (context for pay-for-performance alignment):
| Metric | Weighting | Threshold | Target | Maximum | Actual (2024) | Payout/Attainment |
|---|---|---|---|---|---|---|
| EBITDA Delivered ($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% (125% cap) | 96% | 115% |
| 2024 STIP payout outcome | — | — | — | — | — | CEO payout at 59% of target; similar calibration across NEOs |
PSU framework (company-level long-term incentives):
- PSU metrics: Free Cash Flow as % of Net Sales and ROIC, with relative TSR modifier vs S&P 600 Materials Index; annual targets set each year of three-year performance period .
- 2024 achieved FCF% of 2.0% (payout 105%) and ROIC of 4.5% (payout 100%) for applicable tranche .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 16,533 shares; <1% of class; 0 deferred stock units as of March 10, 2025 |
| Prior year ownership (context) | 7,611 shares; <1% of class as of March 4, 2024 |
| Ownership guidelines (executives) | CEO: 5x base salary; other NEOs: 3x; 50% retention of vested shares until in compliance; five-year compliance window |
| Ownership guidelines (directors) | Directors: equity equal to 5x annual Board cash retainer |
| Hedging/pledging | Prohibited for directors and key executives; short sales and derivatives prohibited |
| Clawbacks | Dodd-Frank compliant clawback adopted; legacy recovery policy maintained |
Employment Terms
| Term/Provision | Detail |
|---|---|
| Appointment effective date | March 11, 2025 |
| Term length | Fixed one-year term to March 11, 2026; no auto-renewal; letter terminates at end of term |
| Severance eligibility | Not eligible for Executive Severance Plan during term |
| Involuntary termination (without Cause) during term | Three monthly termination payments of $110,000 (total $330,000); prorated vesting of RSUs based on days employed in term, subject to release and restrictive covenants |
| Change-of-control termination (CoC) | If involuntary termination without Cause or resignation for Good Reason on or following a CoC during term, RSUs fully vest |
| Non-compete | 1-year restricted period post-termination; global scope aligned to business footprint; exceptions for passive holdings |
| Non-solicit | 1-year restrictions on soliciting employees and customers |
| Clawback applicability | RSUs subject to clawback policies applicable to executive officers |
| Governance implications | Resigned from Compensation and Nominating & Governance Committees upon appointment; Marco Levi appointed Chair of Nominating & Governance Committee |
Board Governance
- Board service history: Director since 2022; served on Audit Committee (financial expert), chaired Nominating & Governance Committee, served on Compensation Committee prior to CEO appointment .
- Independence: As CEO, not independent; all standing committees are composed entirely of independent directors .
- Board leadership: Non-Executive Chair, Dr. Kimberly E. Ritrievi; regular executive sessions of independent directors .
- Attendance: All current directors attended all Board and applicable committee meetings in 2024 .
Director Compensation (prior to CEO appointment)
| Year | Cash Retainer | Stock Awards | Total |
|---|---|---|---|
| 2024 | $100,000 | $102,500 | $202,500 |
Compensation Peer Group (benchmarking context)
Peer group used for 2024 and reaffirmed for 2025 includes: AptarGroup, Ashland, Avient, Axalta, Cabot, Clearwater Paper, Donaldson, Glatfelter, Greif, H.B. Fuller, Ingevity, Innospec, Mercer International, Minerals Technologies, Rayonier Advanced Materials, Trinseo .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~97% support; consistent with prior five-year average of 97% .
- Key practices: No CIC tax gross-ups; double-trigger equity vesting for CIC; no option repricing; robust clawbacks and ownership guidelines .
Investment Implications
- Pay-for-performance alignment: Singhal’s one-year CEO term features a fixed monthly stipend and a time-based RSU cliff grant, with no STIP eligibility—reducing near-term performance linkage relative to standard CEO packages. However, company-wide LTIs retain performance metrics (FCF% of Net Sales, ROIC, TSR modifier) for broader executive alignment .
- Selling pressure risk: The $2.1M time-based RSU cliff on March 11, 2026 could create concentrated vesting and potential liquidity events; hedging/pledging prohibitions and executive ownership guidelines mitigate misalignment risks .
- Retention/transition economics: Limited severance (3 months stipend) and prorated RSU vesting if terminated without Cause during term suggests a lean transition structure; full vesting upon CoC termination provides standard protection .
- Governance strength: Independent Non-Executive Chair, fully independent standing committees, regular executive sessions, strong governance policies (clawbacks, majority vote resignation policy) support oversight during the turnaround .
- Operating focus: Board commentary emphasizes accelerating execution, cost reduction, cash flow improvement, and deleveraging under Singhal’s leadership, which should be tracked against 2025–2026 EBITDA Delivered, FCF%, and leverage targets for trading signals .