Melissa Fashinpaur
About Melissa Fashinpaur
Materion’s Chief Accounting Officer (CAO) since June 1, 2025, Melissa A. Fashinpaur (age 46) oversees global accounting policies, external reporting, internal controls, and shared services; she previously led Internal Audit (2022) and Compliance (2023), and before that was a Principal in EY’s Technology Risk practice, having joined EY in 2001. She holds a bachelor’s degree in Management Information Systems and Finance from Miami University . Company performance metrics driving executive compensation include adjusted EBIT, value-added sales (VAS) growth, and simplified free cash flow (SFCF); in 2024 Materion achieved adjusted EBIT of $131.0M (31.43% of target payout), VAS growth of -2.6% (0%), and SFCF of $75.5M (0%), yielding a total annual incentive funding of 31.43% of target . Long-term incentives tie to three-year Relative TSR vs a peer group and absolute ROIC; 2022 PRSU grants paid at 126.0% for RTSR (58th percentile) and 54.87% for ROIC, combined 90.0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Materion Corporation | VP, Internal Audit; added Compliance leadership | 2022–2025 | Built risk management, audit, and compliance capabilities supporting transformation to advanced materials leader . |
| Materion Corporation | Chief Accounting Officer | 2025–present | Leads accounting policy, external reporting accuracy, internal controls, shared services; drives finance transformation . |
| EY (Ernst & Young LLP) | Principal, Technology Risk | 2016–2022 | Led financial oversight, risk, and compliance engagements; progressed through roles since 2001 . |
External Roles
No public company directorships or external board roles disclosed .
Fixed Compensation
- CAO compensation terms: Receives an annual base salary and is eligible to participate in Materion’s annual and long‑term incentive plans and standard benefit programs; specific dollar amounts are not disclosed .
- Company-wide governance: No excise/golden parachute tax gross-ups in current or future NEO agreements; no perquisites beyond periodic executive physicals; no single-trigger CIC; no repricing of SARs without shareholder approval .
Performance Compensation
Annual Incentive (MIP) Structure (Company program; executives including CAO eligible)
| Metric | Weight | Threshold (25%) | Target (100%) | Max (200%) | 2024 Actual | Earned % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBIT ($MM) | 70% | $120.3 | $160.4 | $200.5 | $131.0 | 31.43% |
| VAS Growth (%) | 15% | — | 3.0% | 8.0% | -2.6% | 0.00% |
| SFCF ($MM) | 15% | $82.9 | $103.6 | $124.3 | $75.5 | 0.00% |
| Total | 100% | — | — | — | — | 31.43% |
Notes:
- MIP awards fund 0–200% via straight-line interpolation across goals; Committee may reduce payouts for qualitative risk factors (none applied in 2024) .
- Example NEO payouts at 31.43% of target are disclosed; CAO-specific payout not disclosed .
Long-Term Incentives (LTI) – Design and Metrics
| Vehicle | Vesting | Performance Metric | Payout Curve |
|---|---|---|---|
| Stock Appreciation Rights (SARs) | 1/3 vest annually over 3 years; 7-year term | Stock price appreciation (FMV strike) | Value only if stock appreciates . |
| Time-based RSUs | 1/3 vest annually over 3 years | Service | Shares delivered at vesting . |
| PRSUs – RTSR | Cliff vest at 3 years | Materion TSR vs peer group | 0% <25th; 50% at 25th; 100% at 50th; 200% at ≥80th percentile . |
| PRSUs – ROIC | Cliff vest at 3 years | Avg ROIC over 2024–2026 | 0% <9.4%; 50% at 9.4%; 100% at 11.8%; 200% at ≥14.2% . |
Historical PRSU outcomes:
- 2022 grant (2012–2024 periods): RTSR at 58th percentile → 126.0% earned; ROIC at 10.2% → 54.87% earned; combined 90.0% .
Equity Ownership & Alignment
| Security | Amount | Vested vs Unvested | Vesting / Terms | Source |
|---|---|---|---|---|
| Common Stock | 276 | Vested | Direct ownership | |
| RSUs (service-based) | 3,417 | Unvested | Mix of tranches; includes RSUs scheduled to vest beginning Aug 1, 2025; RSUs generally vest over 3 years per plan |
Additional alignment and risk controls:
- Stock ownership guidelines apply to executives and directors; company increased CEO and director multiple to 6x salary in 2025 (executive multiples not detailed in proxy). Hedging and pledging of company stock are prohibited .
- Company-wide clawback policies (NYSE-compliant and supplemental) apply to incentive compensation; RSU/SAR award agreements also include “detrimental activity” forfeiture and recapture provisions .
Insider filings and trading activity:
- Initial beneficial ownership (Form 3) filed June 11, 2025 (common stock and RSUs as above) .
- Multiple Form 4 filings in mid-2025 are listed on Materion’s investor site (details not in proxy corpus); typically reflect RSU grants/vesting or administrative transactions .
Employment Terms
- Appointment: Effective June 1, 2025; CAO reporting to CFO; eligible for annual and long-term incentive plans and standard benefits (health, life, retirement, severance plans) .
- Award agreements (RSU form under 2025 Plan) include:
- Double-trigger change in control: RSUs become nonforfeitable if, within two years after a CIC, employment ends via “Termination for Good Cause” (as defined) or is terminated without cause; payment timing governed by Section 409A rules .
- Retirement/Death/Disability provisions: Committee discretion for continued vesting upon retirement; immediate vesting upon death or permanent disability .
- Clawback compliance: Awards subject to company’s NYSE/SEC clawback policy (Compensation Recovery Policy) .
- Non-compete / Detrimental Activity: One-year post-termination non-compete and non-solicit in defined “Restricted Territory”; forfeiture and share/cash return for detrimental conduct .
Compensation Structure Analysis
- Pay-for-performance alignment: Annual incentive tied to adjusted EBIT (70%), VAS growth (15%), and SFCF (15%), with no payout below thresholds; LTI emphasizes multi-year RTSR and ROIC outcomes—balance of relative and absolute value creation .
- Risk safeguards: Double-trigger CIC vesting (no single-trigger), clawbacks, no repricing, and prohibitions on hedging/pledging mitigate misaligned incentives and reduce windfall risk .
- Peer benchmarking: Compensation program references a 19-company peer set (e.g., Advanced Energy, Hexcel, Rogers, Standex, Viavi) reflective of Materion’s advanced materials position .
Related Party Transactions
- No related party transactions in 2024; Board and NGCR Committee review and approve any such matters per charter .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval exceeded 94%; Committee maintained program design, pledging continued improvement and alignment with shareholder expectations .
Expertise & Qualifications
- Technical and financial credentials: Technology risk, internal audit, compliance, and accounting policy leadership; education in MIS and Finance .
- Executive responsibilities: Leads global accounting controls, reporting accuracy, shared services, and finance transformation .
Investment Implications
- Alignment: Modest current equity (276 shares) and unvested RSUs (3,417) create increasing alignment as tranches vest; robust clawback and deterrent provisions support governance quality .
- Retention risk: RSUs vesting over three years and double-trigger CIC terms promote retention; non-compete/detrimental activity clauses further reduce flight risk post-vesting .
- Trading signals: Monitor Form 4s around vesting dates (e.g., tax-withholding sales or net-share settlements) to gauge selling pressure; the investor site lists summer/fall 2025 filings for Materion insiders .
- Program rigor: Company’s pay design and governance (No hedging/pledging, no repricing, strong clawbacks) are favorable; however, annual incentive funding was low in 2024 (31.43%), highlighting sensitivity to core operating performance and cash generation outcomes .