Stephanie Sciullo
MSA SafetyAbout Stephanie Sciullo
Senior Vice President and President, MSA Americas since June 2023; previously Senior Vice President & Chief Legal Officer, Corporate Social Responsibility & Public Affairs (2022–2023), Vice President & Chief Legal Officer (2020–2022), and Deputy General Counsel (2016–2020). Age 40 as of Feb. 14, 2025; joined MSA in 2010; executive sponsor of the company’s Impact/CSR strategy . Company performance context: 2024 sales revenue $1,808.1 million and net income $285.0 million, with cumulative TSR value of a $100 investment at $139.38 versus $197.51 for the S&P Midcap 400 Industrials peer group; compensation decisions emphasize revenue and adjusted EBITDA margin, working capital efficiency, and TSR-modified long-term equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MSA Safety | Senior Vice President & President, Americas | 2023–present | Oversees U.S., Canada, LATAM; executive sponsor for CSR/Impact strategy |
| MSA Safety | SVP & Chief Legal Officer; CSR & Public Affairs | 2022–2023 | Led legal, compliance; broadened remit to CSR and public affairs |
| MSA Safety | Vice President & Chief Legal Officer | 2020–2022 | Chief legal leadership; governance and compliance |
| MSA Safety | Deputy General Counsel | 2016–2020 | Senior legal leadership; corporate and securities |
External Roles
No public company board roles or other external directorships disclosed for Ms. Sciullo .
Fixed Compensation
Compensation summary (USD) for last three fiscal years:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $414,112 | $481,019 | $517,275 |
| Non-Equity Incentive Paid | $331,156 | $630,008 | $359,856 |
| Stock Awards (grant-date fair value) | $1,497,888 | $636,905 | $729,075 |
| All Other Compensation | $53,051 | $70,752 | $90,243 |
| Total | $2,296,208 | $1,847,682 | $1,696,449 |
Annual incentive design and targets (2024):
- Target bonus percent: 70% of salary; target cash award $367,290 .
- Actual payout: 98% of target based on company performance (97% from EIP metrics plus Enhanced Bonus uplift); no ESG or personal modifiers applied; Ms. Sciullo received $359,856 .
Performance Compensation
Annual cash incentive metrics (FY2024):
| Performance Metric | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Consolidated Net Sales (USD, thousands) | 30% | $1,673,681 | $1,859,646 | $2,045,611 | $1,815,951 |
| Consolidated Adjusted EBITDA Margin (%) | 30% | 22.2% | 26.2% | 30.1% | 26.5% |
| Consolidated 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% |
| Payout vs Target | — | — | — | — | 98% of target (EIP 97% + Enhanced Bonus) |
Long-term equity program (design and metrics):
- Instruments: Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) with three-year schedules; PSUs tied to Adjusted EBITDA Margin% (50%) and Revenue Growth (50%), modified by relative TSR versus S&P Midcap 400 Industrials; RSUs vest solely on time .
- 2024 PSU/RSU split for Ms. Sciullo: stock multiplier 145% of “award salary” ($495,000), allocated 43.5% RSUs ($215,325) and 101.5% PSUs ($502,425) .
- Relative TSR modifier bands and payout outcomes: 2022 PSU cycle vested at 220% of target with TSR at 64th percentile (modifier 1.10) .
2024 equity grant details (grant date Feb. 20, 2024):
| Grant Component | Grant-Date Amount | Shares/Units | Vesting |
|---|---|---|---|
| RSUs | $215,242 (ASC 718) | 1,214 | 100% on/around Mar. 8, 2027 |
| PSUs (target) | $513,833 (ASC 718) | Performance-based; 0–200% of target | Final determination; time vest Mar. 8, 2027 |
Equity Ownership & Alignment
- Beneficial ownership: 17,892 common shares as of Feb. 14, 2025 .
- Unvested awards (as of Dec. 31, 2024) and scheduled vesting:
| Award Type | Vest Date | Units Unvested | Market Value at $165.77 |
|---|---|---|---|
| RSU | 3/8/2025 | 1,052 | $174,390 |
| RSU | 9/1/2025 | 8,503 | $1,409,542 |
| RSU | 3/8/2026 | 1,446 | $239,703 |
| RSU | 3/8/2027 | 1,214 | $201,245 |
| PSU (Performance Awards) | 3/8/2025 | 2,455 | $406,965 |
| PSU (Performance Awards) | 3/8/2026 | 3,374 | $559,308 |
| PSU (Performance Awards) | 3/8/2027 | 2,834 | $469,792 |
Stock ownership guidelines and compliance:
- Requirement: hold MSA equity valued at 2.25× salary; Ms. Sciullo’s 2024 guideline requirement = $524,700 × 2.25 = $1,180,575; status: exceeded as of Dec. 31, 2024 .
- Hedging and pledging: prohibited for directors/officers receiving equity; short sales, derivatives, and pledging are disallowed .
Employment Terms
Termination and change-in-control economics (as of Dec. 31, 2024):
| Scenario | Cash Severance | Earned 2024 Bonus | Equity Acceleration (RSU) | Equity Acceleration (PSU) | Benefits/Other |
|---|---|---|---|---|---|
| Voluntary resignation | $0 | $359,856 | $0 | $0 | $0 |
| Involuntary (for cause) | $0 | $0 | $0 | $0 | $0 |
| Involuntary (without cause) | $171,537 | $359,856 | $0 | $0 | Outplacement $25,000 |
| Death | $0 | $359,856 | $2,024,880 | $1,436,065 | Life insurance $50,000 |
| Disability | $0 | $359,856 | $2,024,880 | $1,436,065 | Disability PV $4,089,955 |
| Change-in-control + qualifying termination (double-trigger) | $2,010,564 cash; up to 2× salary+avg bonus; 24 months benefits | $359,856 | $2,024,880 | $1,436,065 | Health & welfare $17,126; outplacement $25,000; no tax gross-up |
Program features and governance:
- Change-in-control agreements for NEOs are double-trigger; benefits limited to avoid excise tax gross-up; up to two years’ salary+average bonus with 24 months benefits continuation .
- Equity granting occurs on/after annual meeting earnings release cadence; currently RSUs and PSUs (no stock options in executive plan) .
- Clawback: mandatory recoupment compliant with NYSE Rule 10D-1 for accounting restatements; discretionary policy covers misconduct causing financial or reputational harm .
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 bonus paid at 98% of target reflects hitting EBITDA margin and gross margin goals while net sales and working capital landed near target ranges; enhanced bonus lever tied to consolidated net income further aligns cash incentives to bottom-line outcomes .
- Long-term equity rigor: PSU plan emphasizes adjusted EBITDA margin% and revenue growth with TSR modifier; past cycle (2022 grant) paid at 220% of target (excellence on both financial metrics, TSR 64th percentile) evidencing linkage to multi-year value creation .
- Risk mitigation: capped payouts, ownership requirements (exceeded), hedging/pledging prohibitions, clawback policies (mandatory and discretionary) .
- Market benchmarking: target compensation generally set at 50th percentile; robust peer group of 20 industrial names reassessed annually .
Say‑on‑Pay & Shareholder Feedback
- Advisory approval: 97.2% FOR in 2024; 97.5% FOR in 2023; committee incorporated feedback and maintained pay philosophy for 2025 .
Expertise & Qualifications
- Legal and governance depth from prior roles as CLO; expanded remit over CSR and public affairs; Americas segment leadership since 2023; age 40 (as of Feb. 14, 2025) .
- Education not disclosed in filings .
Performance & Track Record
- Company performance backdrop used in pay-versus-performance analysis: 2024 sales revenue $1,808.1 million; net income $285.0 million; cumulative TSR index value $139.38 vs. peer $197.51; compensation actually paid tracked to TSR, net income, and sales revenue composites .
Equity Ownership & Alignment (Additional Detail)
- All Other Compensation components (2024): perquisites and personal benefits $32,879 (vehicle allowance/use, tax/investment assistance, executive physical, club memberships), company contributions to defined contribution plans $57,364; total $90,243 .
- Outstanding awards and vesting cadence (as above) spread across 2025–2027, suggesting periodic settlement windows rather than single-year concentration .
Compensation Peer Group (Benchmarking)
Peer group used for market positioning (20 companies): Albany International, Barnes Group, Brady, Chart Industries, EnPro Industries, ESCO Technologies, Federal Signal, Franklin Electric, Gentex, Graco, IDEX, ITT, Littelfuse, Masimo, Matthews International, Nordson, Simpson Manufacturing, Standex International, TriMas, Zurn Elkay Water Solutions .
Investment Implications
- Alignment: Strong pay-for-performance architecture and high Say-on-Pay support reduce governance overhang; clawbacks and hedging/pledging bans lower behavioral risk .
- Retention and selling pressure: Meaningful unvested RSUs/PSUs vesting in 2025–2027 provide retention hooks; insider selling pressure likely episodic around vest dates; ownership guideline exceeded, and pledging banned, mitigating forced selling risk .
- Change-in-control economics: Double-trigger, capped structure (no tax gross-up) limits shareholder dilution while ensuring management continuity; Ms. Sciullo’s CoC cash value ~$2.0 million plus equity acceleration reflects balanced retention protection .
- Execution lens: Incentive weights on EBITDA margin, working capital, and gross margin tie segment leadership focus to profitable growth and cash conversion—key drivers for MSA’s capital allocation and TSR outcomes .