Nishan Vartanian
MSA SafetyAbout Nishan J. Vartanian
Nishan J. Vartanian is Non-Executive Chairman of MSA Safety Incorporated; he is not classified as an independent director by the Board. He is 65, has served on the MSA Board since 2017, and previously spent 36+ years with the company, rising from sales representative to CEO and Chairman before retiring from the CEO role in May 2024. All directors, including Mr. Vartanian, attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSA Safety | Non-Executive Chairman | May 2024–present | Board Chair (non-executive) |
| MSA Safety | Chairman and CEO | Jun 2023–May 2024 | Oversight/execution of corporate strategy |
| MSA Safety | Chairman, President & CEO | May 2020–May 2023 | Strategy, product dev., marketing, sales, finance |
| MSA Safety | President & CEO | May 2018–May 2020 | Strategy execution; industry leadership |
| MSA Safety | Various executive roles; joined as sales rep | 36+ years at MSA | Deep product/industry and commercial expertise |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Koppers Holdings Inc. | Director | Current | Other current public directorship |
Board Governance
- Status: Non-Executive Chairman; not independent per Board’s annual determinations (independent directors named exclude Vartanian).
- Committee assignments: None (does not serve on standing committees).
- Attendance and engagement: Board met six times in 2024; all directors attended ≥75% of Board/committee meetings; directors expected to attend the Annual Meeting (all did last year).
- Board leadership structure: Roles of Chair and CEO are separated; a Lead Independent Director (Robert A. Bruggeworth) has clearly defined authority, including chairing executive sessions of independent directors.
- Director stock ownership guideline: 5x annual cash retainer; as of Dec. 31, 2024, each non‑employee director met the guideline.
Fixed Compensation
| Compensation Element | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee directors) | $85,000 |
| Annual equity award (non-employee directors) | $145,000 in restricted stock; one-year vest |
| Committee chair retainers | Audit $17,500; Comp & Talent $12,500; Finance/Law/NCG $10,000 |
| Non-Executive Chairman retainer | $100,000 |
| Lead Independent Director retainer | $30,000 |
| 2024 Director Compensation (Vartanian) | Amount |
|---|---|
| Fees earned or paid in cash (reflects becoming non-exec director 6/1/2024) | $107,747 |
| Restricted Stock Award | $0 (—) |
Note: Non-employee directors received 755 shares/RSUs on May 15, 2024; Mr. Vartanian’s director equity shows “—” in 2024 given his transition timing.
Performance Compensation
Although now a director, Mr. Vartanian was a Named Executive Officer in 2024 through his June 1, 2024 retirement and received the following executive pay and awards:
| 2024 Executive Compensation (NEO) | Amount |
|---|---|
| Salary | $424,262 |
| Stock Awards (grant date fair value) | $4,512,640 |
| Non-Equity Incentive Plan Compensation (actual bonus paid) | $453,917 |
| Change in Pension Value | $745,984 |
| All Other Compensation | $146,552 |
| 2024 Target Annual Bonus (as CEO/NEO) | Detail |
|---|---|
| Target as % of salary | 110% |
| Target dollar at plan design | $1,103,080 |
| Actual 2024 payout (prorated by retirement date) | $453,917 |
| 2024 Long-Term Incentive (Granted Feb 2024) | Detail |
|---|---|
| Award mix (exception due to announced retirement) | 100% time-vested RSUs (no PSUs) |
| Award value (plan “stock multiplier” basis) | $4,512,600 |
| Vesting schedule | RSUs vest 100% after ~3 years |
| Performance Metrics Used in MSA Incentives | Annual Cash Plan | PSUs | Rationale |
|---|---|---|---|
| Net Income | X | Bottom-line profitability | |
| Net Sales | X | Revenue growth | |
| Adjusted EBITDA Margin % | X | X (50% weight for PSU) | |
| Working Capital as % of Sales | X | Cash conversion | |
| Adjusted Gross Profit Margin % | X | Profitability | |
| Revenue Growth | X (50% weight for PSU) | ||
| TSR vs S&P Midcap 400 Industrials (modifier) | X (±20% or ±10% depending on grant year) |
- 2024 company bonus outcome: 97% of target based on performance; Enhanced Bonus feature lifted final payout to 98% of target (ESG modifier 0%). Applies to NEOs’ consolidated metrics (proration applied to certain roles).
- Clawbacks: Mandatory recoupment policy compliant with NYSE/SEC Rule 10D‑1; discretionary policy for misconduct/irregularities.
- Change-in-control protection: Double-trigger (CIC + qualifying termination), up to two years’ income/benefits; accelerated vesting on double trigger; no tax gross‑ups.
Retirement Payouts (upon June 1, 2024 retirement)
| Component | Amount |
|---|---|
| Earned annual incentive (NEIP) | $453,917 |
| Equity – Restricted Stock (retirement vesting per plan) | $1,757,991 |
| Equity – Performance Awards (retirement vesting per plan) | $7,901,096 |
| Total | $10,113,004 |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Koppers Holdings Inc. | Director | Current public company directorship |
Compensation Committee Interlocks: None reported for MSA’s Compensation and Talent Management Committee in 2024.
Expertise & Qualifications
- Former CEO with extensive knowledge of MSA’s business and the global safety products industry; executive experience spanning strategy, product development, marketing, sales, and finance.
- Long-tenured MSA operator (joined as sales rep; >36 years of service), indicating deep institutional knowledge and industry relationships.
Equity Ownership
| Category | Shares/Status |
|---|---|
| Beneficial ownership (Common Stock) | 81,580 shares |
| Shares acquirable within 60 days (e.g., RSUs) | 60,042 shares (included in beneficial total) |
| Shared voting/investment power with spouse | 30,953 shares (included in beneficial total) |
| Additional spouse-held shares (excluded from total) | 1,190 shares |
| % of class | Not shown for individual; thus <1% (company only shows ≥1%) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors/officers/employees |
| Director ownership guideline | 5x annual cash retainer; all non‑employee directors met guideline as of 12/31/2024 |
Governance Assessment
- Independence/role: As Non-Executive Chairman and former CEO (retired May 2024), he is not classified as independent—this can raise oversight concerns; however, MSA maintains a Lead Independent Director with robust duties and four fully independent board committees, which mitigates concentration of authority.
- Committee workload: He holds no committee seats, focusing his role on board leadership rather than committee oversight.
- Alignment and safeguards: Strong director ownership standards (all compliant), explicit prohibitions on hedging/pledging, and robust mandatory/discretionary clawbacks support shareholder alignment and risk control.
- Pay-for-performance and shareholder sentiment: Incentives are tied to EBITDA margin, revenue growth, working capital, and TSR; 2024 say‑on‑pay passed with 97.2% support, signaling investor confidence in compensation governance.
- Related-party/conflict scan: The proxy’s related‑party discussion highlights a PNC relationship pertaining to director Jordan and determined it immaterial; no specific related‑party items are identified concerning Mr. Vartanian.
RED FLAGS to monitor: Non-independent Chair immediately following CEO tenure (watch for robust use of Lead Independent Director processes and executive session cadence); continued scrutiny of equity wind-down post‑retirement and any future changes to board role/compensation. Structural mitigants (independent committees, LID authority, clawbacks, hedging/pledging bans) are in place.