Ben M. Palmer
About Ben M. Palmer
Ben M. Palmer is President & Chief Executive Officer of Marine Products Corporation (MPX) and a non‑independent director since 2022; he previously served as MPX’s long‑tenured CFO/Treasurer from the 2001 spin‑off and Corporate Secretary (2018–2022) . He holds a B.S. in Business Administration from Auburn University and has deep finance/audit experience (Arthur Andersen; EQ Services) . FY2024 financial performance under his tenure included net sales of $236.6M (‑38% YoY), net income of $17.9M (‑57% YoY), operating cash flow of $29.5M, and dividends paid of $43.7M; 2024 EBITDA was $21.1M (company-calculated) . Age: 64 (as of March 1, 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marine Products (MPX) | VP, CFO & Treasurer; Corporate Secretary (2018–2022) | 2001–May 17, 2022 | Led finance since spin‑off; continuity through industry cycles |
| RPC, Inc. | VP, CFO, Treasurer & Corporate Secretary (prior); now President & CEO | (prior roles pre‑2022; current CEO) | Cross‑company leadership and capital allocation alignment with MPX |
| EQ Services (The Equitable Cos. subsidiary) | CFO | 3 years (prior to joining RPC) | Commercial mortgage/asset management finance leadership |
| Arthur Andersen LLP | Audit & business advisory services | 10 years | Public company audit, controls, disclosure rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RPC, Inc. | President & CEO; Director | Current | Operating and governance linkage with MPX sister company |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 431,058 | 450,000 | 450,000 |
| Target Bonus (% of Base) | — | — | 70% |
| Actual Annual Cash Incentive ($) | 472,500 | 340,200 | 157,500 |
| 2025 Base Salary (effective 1/1/25) | — | — | 463,500 |
| 2025 Target Bonus (% of Base) | — | — | 100% (CEO) |
Performance Compensation
Annual Incentive (Management Incentive Plan)
| Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout vs Target | CEO 2024 Payout |
|---|---|---|---|---|---|---|---|
| EBITDA ($M) | 100% | 21.0 | 28.0 | 36.4 | 21.1 | 75.4% of target; paid at 50% | $157,500 |
Notes:
- Single performance goal in 2024 (EBITDA), sliding scale 50%–200% of target; no payout below threshold .
- Committee set 2025 incentive design “similar” to 2024; CEO target award set at 100% of base salary .
Long‑Term Incentive (SIP): RSAs and PSUs
| Award Type | 2023 Grant | 2024 Grant | Vesting | Performance Conditions | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSAs (time‑based) | 38,250 sh | 50,000 sh (1/23/2024) | 2024/2025 grants vest ratably over 3 years, beginning 1st anniversary; 2023 grants vest over 4 years | None (retention); full voting & dividends; not sale/transfer/pledge until vested | 566,500 (2024 RSA component) |
| PSUs (performance‑based) | 12,750 sh target | 12,500 sh target (1/23/2024) | Cliff‑vest 12/31/2026 | 3‑Year Cumulative EPS (75%–130% of target → 50%–200% payout) plus ±20% TSR modifier vs Russell 2000; dividend equivalents accrue at target, paid at vest | 153,875 (2024 PSU component; target) |
- Mix: 2024 awards were ~80% RSAs / 20% PSUs; 2025 shifted to ~75% RSAs / 25% PSUs .
- Options: Company has not issued options since 2003 and has no immediate plans to do so .
Vesting/insider supply timing (specific dates):
- 2024 RSAs (50,000 sh) granted 1/23/2024 vest ~1/23/2025, ~1/23/2026, ~1/23/2027 (1/3 each) .
- 2024 PSUs (12,500 target) cliff‑vest 12/31/2026 (subject to performance and TSR modifier; CIC/death/disability vests at 100% target, no TSR adjustment) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 538,535 shares; 1.5% of outstanding; includes 159,433 RSAs |
| Unvested Awards (12/31/24) | RSAs: 117,912 sh ($1,081,253); PSUs: 18,875 sh ($173,084) at $9.17 close |
| Pledging/Hedging | Prohibited for employees and directors under Insider Trading Policy |
| Executive Ownership Guidelines | CEO 4x base salary; CFO 3x; Executive Chair 4x |
| Director Fees | As an employee, Palmer receives no separate director compensation |
Employment Terms
- No employment contract; no guaranteed severance; equity grant agreements and annual incentives govern compensation .
- Change‑in‑Control and other termination outcomes (value of unvested equity at $9.17 on 12/31/24):
- Disability: PSUs 18,875 sh; RSAs 38,338 sh; total unrealized value $524,643
- Death or Change‑in‑Control: PSUs 18,875 sh; RSAs 117,912 sh; total unrealized value $1,254,337
- Deferred Comp/Pension: Non‑qualified SRP exists, but Palmer does not participate; no company retirement benefits .
Board Governance (Director Service, Committees, Dual‑Role Considerations)
- Board Service: Director since 2022; non‑independent; Member of the Executive Committee .
- Committee Independence: Human Capital Management & Compensation Committee (HCMCC) comprises independent directors; current members include Jerry W. Nix (Chair), Patrick J. Gunning, John F. Wilson .
- Dual‑Role Implications: CEO + director with an Executive Chair on the board; a “Control Group” beneficially owns ~69.6% of shares, underscoring controlled‑company governance dynamics .
- Declassification: Proposal to move to annual elections; if approved, all directors expected to serve one‑year terms starting with the 2026 meeting .
- Policies: Hedging/pledging prohibited; Corporate Governance Guidelines, codes, and committee charters posted; non‑management directors meet in executive sessions at least twice annually .
- Say‑on‑Pay: Substantial majority support in 2023; next vote in 2026; stockholders selected a three‑year cadence .
Director Compensation (for context)
- Non‑employee directors receive cash retainers, fully‑vested equity grants, and committee retainers; employees (Palmer) do not receive director pay .
Performance & Track Record
| Metric (FY2024) | Result |
|---|---|
| Net Sales | $236.6M (‑38% YoY) |
| Net Income | $17.9M (‑57% YoY) |
| Operating Cash Flow | $29.5M |
| Dividends Paid | $43.7M |
| EBITDA (Company calculation) | $21.052M |
- Annual cash incentive paid at 50% of target on 75.4% target achievement; EBITDA threshold met but at low end of range .
Compensation Structure Analysis
- Mix shifted toward equity in 2024 as bonus dropped to 50% of target on EBITDA near threshold; RSAs remain the dominant LTI vehicle with PSUs providing performance linkage (3‑yr EPS + TSR modifier) .
- 2025 plan increases at‑risk cash for CEO via higher target bonus (100% of base vs. 70% in 2024), heightening performance sensitivity year‑over‑year .
- No options since 2003 (no option repricing risk); no tax gross‑ups; no employment contracts; hedging/pledging is prohibited—shareholder‑friendly constructs .
- Equity grant policy avoids MNPI timing; awards discretionary, generally Q1 .
Vesting Schedules and Potential Insider Selling Pressure
| Award | Quantity | Key Dates | Notes |
|---|---|---|---|
| 2024 RSAs | 50,000 | Vest ~1/23/2025, ~1/23/2026, ~1/23/2027 (1/3 each) | Voting/dividends; not transferable/pledgeable until vest |
| 2024 PSUs (target) | 12,500 | Cliff‑vest 12/31/2026 (performance‑contingent) | 3‑yr EPS with ±20% TSR modifier; dividend equivalents accrue at target |
| Unvested (12/31/24) | RSAs: 117,912; PSUs: 18,875 | — | Market value $1,081,253 (RSAs) and $173,084 (PSUs) at $9.17 |
These windows can create periodic supply as RSAs vest and PSUs settle, subject to blackout/policy constraints .
Ownership & Control Context
| Holder/Group | Beneficial Ownership | % Outstanding |
|---|---|---|
| Ben M. Palmer | 538,535 sh (incl. 159,433 RSAs) | 1.5% |
| Control Group | 24,342,940 sh | 69.6% |
Governance implications: concentrated control plus CEO/Executive Chair presence elevates related‑party/entrenchment risk; however, independent committees and anti‑hedging/pledging policies mitigate some concerns .
Compensation Committee & Advisors
- HCMCC (all independent): Nix (Chair), Gunning, Wilson .
- Mercer retained by management in 2024 for compensation design input; independence/conflict review performed; no other services >$120k .
Investment Implications
- Pay‑for‑performance linkage is clear: 2024 EBITDA near threshold yielded 50% target bonus, while equity remains the larger pay driver; 2025 raises CEO cash at‑risk to 100% of base, increasing sensitivity to operating performance .
- Near‑term supply risk from RSA vesting (Jan 2025/2026/2027) and PSU settlement at end‑2026; policy prohibits pledging/hedging, but vesting events can still introduce selling pressure windows .
- Alignment: CEO holds ~1.5%; strong ownership guidelines (4x salary) and no options/gross‑ups are favorable; however, controlled‑company dynamics (69.6% group) and executive/non‑independent board roles warrant governance discount considerations .
- Upside indicators: Operating cash flow remained positive in 2024; LTI PSUs indexed to 3‑yr EPS with TSR modifier could incentivize multi‑year value creation; declassification proposal may improve governance optics if implemented .