Richard Roda
MSA SafetyAbout Richard Roda
Vice President, Secretary and Chief Legal Officer of MSA Safety; credited service of 29.2 years as of December 31, 2024, indicating long-tenured institutional knowledge and continuity in legal/governance oversight . He exceeds the Company’s stock ownership guideline (requirement: $972,000 based on $432,000 salary × 2.25 multiplier) and is subject to strict prohibitions on hedging/pledging, supporting alignment with shareholders . Roda’s compensation mix places 51.8% “at-risk” via performance-based incentives (annual bonus and PSUs), consistent with pay-for-performance philosophy; 2024 corporate incentive outcomes paid at ~98% of target, driven by net sales, adjusted EBITDA margin, working capital and adjusted gross margin metrics . Shareholder support for MSA’s executive pay design remained high (97.2% “FOR” in 2024), underscoring external validation of incentive alignment .
Fixed Compensation
2024 cash compensation and benefits:
| Component | 2024 Amount |
|---|---|
| Base Salary | $424,000 |
| Perquisites and Personal Benefits | $42,700 |
| Company Contributions to Defined Contribution Plans | $39,099 |
| All Other Compensation (Total Perqs + Company DC) | $81,799 |
| Pension – Present Value of Accumulated Benefit | $524,276 |
Notes:
- Perquisites include financial planning/tax assistance, car allowance/personal auto use, executive physical, and club memberships for business use per program design .
Performance Compensation
2024 Annual Cash Incentive (EIP) – Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Consolidated Net Sales ($000s) | 30% | $1,673,681 | $1,859,646 | $2,045,611 | $1,815,951 |
| Consolidated EBITDA Margin (%) | 30% | 22.2% | 26.2% | 30.1% | 26.5% |
| Working Capital as % of Net Sales | 30% | 29.9% | 26.0% | 22.1% | 26.5% |
| Consolidated Adjusted Gross Profit Margin (%) | 10% | 47.3% | 48.0% | 48.7% | 48.1% |
Outcome and payout:
- Corporate metrics earned 97% of target; Enhanced Bonus feature lifted total to 98% of target; ESG modifier 0% in 2024 .
- Roda’s personal target bonus: 60% of salary; EIP target $259,200; actual Non-Equity Incentive paid $253,954 (98% of target) .
| Roda’s 2024 Annual Incentive Details | Value |
|---|---|
| Target Bonus % of Salary | 60% |
| Target Bonus ($) | $259,200 |
| Actual Paid (Non-Equity Incentive) | $253,954 |
| % of Target Earned | 98% |
Program features:
- Enhanced Bonus increases awards if consolidated net income exceeds target; cap at 200% of target .
- Annual metrics include Net Sales, Adjusted EBITDA Margin %, Working Capital as % of Sales, and Adjusted Gross Margin % .
Long-Term Equity (RSUs and PSUs)
Award mix and grant values (February 2024):
| Component | Salary Basis | Stock Multiplier | RSUs % | PSUs % | RSUs Award Value | PSUs Award Value |
|---|---|---|---|---|---|---|
| 2024 LTI Allocation (Roda) | $400,000 | 135% | 40.5% | 94.5% | $162,000 | $378,000 |
Grant specifics (February 20, 2024):
- RSUs: 914 shares; Grant Date Fair Value $162,052 .
- PSUs: ASC 718 target value $386,553; threshold $193,276; maximum $927,727 .
PSU design and vesting:
- PSU metrics: Adjusted EBITDA Margin % (50%) and Revenue Growth (50%), modified by relative TSR vs S&P Midcap 400 Industrials; target, threshold (50% of target), excellence (200% of target) payout mechanics; 3-year time-vesting post performance determination .
- 2022 PSU grant final payout: 220% of target (excellence on EBITDA margin and revenue growth), TSR in 64th percentile → 1.10 modifier .
- 2023 PSU vest March 8, 2026; 2024 PSU vest March 8, 2027 .
2024 Outstanding Equity and Vesting Schedule (as of 12/31/2024)
| Vesting Date | RSUs – Shares | RSUs – Market Value | PSUs – Shares | PSUs – Market Value |
|---|---|---|---|---|
| 02/22/2025 | 100 | $16,577 (at $165.77) | — | — |
| 03/08/2025 | 516 | $85,537 (at $165.77) | 516 | $85,537 (at $165.77) |
| 02/21/2026 | 262 | $43,432 (at $165.77) | — | — |
| 03/08/2026 | 549 | $91,008 (at $165.77) | 549 | $91,008 (at $165.77) |
| 03/08/2027 | 914 | $151,514 (at $165.77) | 2,132 | $353,422 (at $165.77) |
Note: Market values reflect the $165.77 closing price on December 31, 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 6,442 shares |
| Shares Outstanding (Record Date) | 39,260,624 |
| Ownership % of Common | ≈0.016% (6,442 ÷ 39,260,624 ) |
| Shares Acquirable Within 60 Days via RSU Vesting | 1,751 shares counted toward beneficial ownership |
| Stock Ownership Guideline Requirement | $972,000 (Salary $432,000 × 2.25 multiplier) |
| Compliance Status | Exceeded guideline as of 12/31/2024 |
| Hedging/Pledging Policy | Prohibited for directors/officers (no short sales, derivatives, or pledging) |
| Options | None outstanding for Roda |
Vested vs. unvested context:
- Unvested RSUs and PSUs detailed above provide ongoing retention; RSUs vest solely by service; PSUs contingent on performance plus time-based vesting .
Deferred compensation:
- 2024 executive contributions: $21,849; Company contributions: $21,849; aggregate earnings: $8,358; year-end balance: $91,974 .
Employment Terms
Change-in-control and severance economics:
- Double trigger: cash severance and accelerated vesting only upon both a change in control and qualifying termination; agreements provide up to two years’ income and benefits; no tax gross-ups .
Roda-specific termination benefits (as of 12/31/2024):
| Benefit | Voluntary | For Cause | Without Cause | Death | Disability | CIC Termination |
|---|---|---|---|---|---|---|
| Cash Severance | $0 | $0 | $432,000 | $0 | $0 | $1,376,841 |
| Earned Non-Equity Incentive | $253,954 | $0 | $253,954 | $253,954 | $253,954 | $253,954 |
| Equity – Restricted Stock | $0 | $0 | $0 | $388,068 | $388,068 | $388,068 |
| Equity – Performance Awards | $0 | $0 | $0 | $529,967 | $529,967 | $529,967 |
| Health & Welfare Continuation | $0 | $0 | $0 | $99,541 | $29,605 | $34,561 |
| Insurance Benefits | $0 | $0 | $0 | $50,000 | $0 | $0 |
| Outplacement Assistance | $0 | $0 | $25,000 | $0 | $0 | $25,000 |
| Disability Income (PV) | $0 | $0 | $0 | $0 | $2,283,652 | $0 |
| Total | $253,954 | $0 | $710,954 | $1,321,530 | $3,485,246 | $2,608,391 |
Clawback policies:
- Mandatory clawback of incentive-based compensation after restatements (financial reporting measures include stock price/TSR); discretionary clawback for misconduct causing substantial financial/reputational harm; policies updated for NYSE/SEC Rule 10D-1 .
Investment Implications
- Alignment: 51.8% of Roda’s target compensation is performance-based; PSU metrics (EBITDA margin and revenue growth with TSR modifier) and annual EIP metrics tightly tie pay to profitability, growth, and cash discipline .
- Ownership quality: Exceeds ownership guidelines; constrained by anti-hedging/pledging policy, reducing misalignment risks; beneficial ownership is modest (~0.016%), limiting concentrated insider influence but maintaining “skin in the game” .
- Near-term vesting/selling pressure: RSU/PSU vestings in March 2025/2026/2027 may create routine tax-related selling; 2025 scheduled vestings total 616 RSUs and 516 PSUs for Roda, with larger tranches in 2026/2027, warranting monitoring of Form 4 activity around vest dates .
- Downside protection and retention: Double-trigger CIC and accelerated vesting upon death/disability provide security; absence of tax gross-ups is shareholder-friendly; robust clawbacks mitigate misconduct risk .
- Pay and performance credibility: 2024 payout ~98% of target and 2022 PSU 220% demonstrate program responsiveness to strong fundamental execution; high say-on-pay approval (97.2%) reduces governance overhang .