David Howells
MSA SafetyAbout David Howells
David J. Howells is Senior Vice President and President, MSA International, and was promoted mid‑year in 2024, which led to a prorated bonus structure using both consolidated and international metrics . In 2024, he earned 97% of his target annual cash incentive after proration and application of the “Enhanced Bonus” feature (vs. 98% for other NEOs), with no ESG modifier . His 2024 compensation mix had 39.3% “at‑risk” performance‑based components and 60.7% fixed, below peers’ performance‑based mix, indicating moderate pay‑for‑performance sensitivity . Company context: MSA’s 2024 net sales were $1,808.1 million, net income $285.0 million, and TSR translated a $100 initial investment to $139.38, framing the performance environment for incentive plans .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in proxy |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | EIP Target Award ($) | Actual Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 524,261 | 70% | 275,537 (prorated) | 266,376 | 458,865 | ESG modifier 0% |
- Perquisites available to NEOs include company vehicle/allowance, executive physicals, financial counseling, and limited club memberships; no company aircraft; perquisites are modest and benchmarked .
Performance Compensation
Annual Cash Incentive – Consolidated Metrics (applied to 89% of Howells’ 2024 bonus)
| Performance Measure | Weight | Threshold | Target | Maximum | 2024 Actual | Program Result |
|---|---|---|---|---|---|---|
| Consolidated Net Sales ($000s) | 30% | 1,673,681 | 1,859,646 | 2,045,611 | 1,815,951 | NEOs earned 97% of target; with Enhanced Bonus 98% of target |
| Consolidated EBITDA Margin (%) | 30% | 22.2% | 26.2% | 30.1% | 26.5% | See above |
| Working Capital as % of Net Sales | 30% | 29.9% | 26.0% | 22.1% | 26.5% | See above |
| Adjusted Gross Profit Margin (%) | 10% | 47.3% | 48.0% | 48.7% | 48.1% | See above |
- Enhanced Bonus feature can lift earned EIP awards by up to 50% if consolidated net income exceeds target, capped at 200% of target; 2024 application helped lift aggregate NEO payout to 98% of target (Howells 97% after proration) .
Annual Cash Incentive – International Metrics (applied to 11% of Howells’ 2024 bonus)
| Performance Measure | Weight | Threshold | Target | Maximum | 2024 Actual | Program Result |
|---|---|---|---|---|---|---|
| International Net Sales ($000s) | 30% | 522,371 | 580,412 | 638,453 | 564,104 | 73% of target; 74% with Enhanced Bonus |
| International EBITDA Margin (%) | 30% | 23.0% | 27.0% | 31.1% | 24.1% | See above |
| Working Capital as % of Net Sales | 30% | 29.9% | 26.0% | 22.1% | 26.5% | See above |
| International Adjusted Gross Profit Margin (%) | 10% | 46.0% | 46.7% | 47.4% | 44.4% | See above |
- Overall for Howells: 96% of target from proration across roles; 97% with Enhanced Bonus; no ESG modifier, no personal performance modifiers .
Long-Term Incentives – Grants and Program Design
| Grant Year | Instrument | Grant Date | Units/Value | Vesting | Metrics / Modifiers |
|---|---|---|---|---|---|
| 2024 | RSUs | 2/20/2024 | 504 units; $89,359 fair value | 100% on ~3rd anniversary (Mar 8, 2027 for 2024 grant) | Time-based only |
| 2024 | PSUs (target) | 2/20/2024 | $91,380 target; range $45,690–$219,313 | 3/8/2027 (time vest after performance) | Adjusted EBITDA Margin % (50%) and Revenue Growth (50%); TSR modifier vs S&P Midcap 400 Industrials (2024 grant modifier 0.8–1.2) |
| 2024 | LTI mix (calc basis) | — | RSUs $89,275; PSUs $89,275 (55% stock multiplier; split 27.5%/27.5%) | As above | Market-based multipliers |
- PSU program: 2022 grant achieved “excellence” on both EBITDA Margin% and Revenue Growth; TSR at 64th percentile → 1.10 modifier; total payout 220% of target .
Equity Ownership & Alignment
Beneficial Ownership and Near-Term Vesting
| Item | Amount |
|---|---|
| Common shares beneficially owned | 4,913 |
| Shares vesting within 60 days (RSUs) | 1,667 |
| Shares outstanding (record date) | 39,260,624 |
| Ownership as % of shares outstanding | ~0.0125% (computed from 4,913 / 39,260,624) |
| Hedging/Pledging | Prohibited by insider trading policy |
Outstanding Equity Awards at 12/31/2024
| Instrument | Unvested Units | Vest Date | Market Value ($) |
|---|---|---|---|
| RSUs | 521 | 3/8/2025 | 86,366 |
| RSUs | 555 | 3/8/2026 | 92,002 |
| RSUs | 504 | 3/8/2027 | 83,548 |
| PSUs (unvested) | 521 | 3/8/2025 (subject to performance determination) | 86,366 |
| PSUs (unvested) | 555 | 3/8/2026 (subject to performance determination) | 92,002 |
| PSUs (unvested) | 504 | 3/8/2027 (subject to performance determination) | 83,548 |
Ownership Guidelines
| Executive | Salary (12/31/2024) | Multiplier | Ownership Requirement | Status |
|---|---|---|---|---|
| David J. Howells | $475,000 | 2.25x | $1,068,750 | Not yet met as of 12/31/2024; must retain 100% of net equity awards until compliant |
Employment Terms
| Provision | Term |
|---|---|
| Severance (Involuntary without cause) | $475,000 cash severance; earned bonus $266,376; RSU and PSU values of $261,916 each; outplacement $25,000; total $1,290,208 |
| Change-in-Control (double trigger) | $1,287,220 cash severance; continuation of benefits ($23,184 est.); equity accelerates; total $2,125,612 |
| Retirement/Death/Disability | Equity awards vest early upon retirement, death, or disability; eligible to retire under pension plan at 12/31/2024 |
| Hedging/Pledging | Prohibited; short sales, derivatives, and pledging disallowed |
| Clawbacks | Mandatory recoupment for restatements; discretionary clawback for misconduct/irregularities; NYSE Rule 10D-1 compliant |
| General Severance Policy | 4–52 weeks based on salary level; applies to U.S.-based NEOs |
Investment Implications
- Pay-for-performance alignment: Howells’ 2024 at‑risk component (39.3%) is lower than the CEO and several NEOs, implying moderate incentive leverage; however, annual incentive payout was tightly tied to multi‑metric performance, with proration and Enhanced Bonus bringing him to 97% of target (no ESG/personal modifiers), signaling disciplined plan governance .
- Insider selling pressure: Multiple vesting events over 2025–2027 (RSUs and PSUs totaling 1,580 units each category) and 1,667 shares vesting within 60 days could create incremental supply; hedging/pledging prohibitions mitigate alignment risks and forced selling via collateral calls .
- Retention and change‑of‑control economics: Double‑trigger CIC with ~$1.29 million cash plus equity acceleration and benefits is standard and lacks tax gross‑ups; eligibility to retire as of 12/31/2024 introduces potential transition risk, but stock ownership guidelines requiring retention of 100% of net awards until compliant support alignment and may temper near‑term exits .
- Governance signals: Strong 2024 say‑on‑pay support (97.2%) and robust clawback framework reduce governance and compensation risk, supporting investor confidence in incentive structuring .